Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.

Post-Closing Cooperation. Each Party Subject to this Agreement agrees that on compliance with contractual obligations and after applicable Law, following the Closing, it will execute any each party shall afford to the other party and all necessary documents, and take any and all necessary actions, the other party’s Representatives during normal business hours in a manner so as to effect not unreasonably disrupt or interfere with the purposes and terms conduct of this Agreement or any other reasonable request. Specifically, the Parties shall business (a) reasonably cooperate with each other in the defense of any litigationreasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence as applicable) and other documentation) in a timely manner as reasonably requested by a Party information relating to this Agreement; the MRT Program within the possession or control of such party and (b) reasonably cooperate with each other on all matters reasonable access to the personnel of such party related to the preparation MRT Program, in each case in connection with its financial reporting and submission of accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims to for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Medicare Ancillary Agreements and Medicaid programs and all other third party payers for services provided to beneficiaries; proper business purposes (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the Transactionpresentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) promptly deliver the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the appropriate Party all correspondence or other written materials received MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by a Party after Closing pertaining to that Party; the Seller related thereto and (iii) provide any documents necessary Shire shall only be required to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations retain such e-mails for [**] from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16their respective delivery dates.

Post-Closing Cooperation. (a) Each Party to this Agreement agrees that on of the Sellers and after Closing, it will execute any and all necessary documentsthe Purchaser shall cooperate, and take any cause their respective Affiliates (including the New Securities Company and all necessary actions, the Group Companies) to cooperate with one another and use good faith and commercially reasonable efforts in order to effect the purposes efficient and terms smooth transition of this Agreement business and operation after the Closing (including the cooperation in requisite post-Closing filings, coordination on the separation of shared systems, obtaining any required third party consents and granting access to information or respective personnel as necessary for each of the Parties or their Affiliates to conduct their business) and not take any action to discourage the clients of NCS and NCL served by the Related Personnel to become clients of the New Securities Company. The Sellers (on the one hand) and the Purchaser (on the other) will each bear their own out of pocket and other costs (A) of obtaining any Required Consents or Notices (B) under contracts providing goods or services to such Person or its Affiliates after the Closing and (C) for establishing necessary firewalling required by it after the Closing. For the avoidance of doubt, NCS will bear the expenses of the NCS Demerger and NCL will bear the expenses of the NCL Demerger, including the costs and expenses of obtaining third party consents to the Demergers. Without limiting the foregoing, each of the Sellers and the Purchaser shall, upon reasonable request, provide the other with access to all records, information, documents and personnel of or relating to the Sellers, the New Securities Company or the Group Companies in the possession of the other that may be necessary or desirable in connection with (i) the preparation of financial statements or other reports, (ii) the preparation of Tax filings (including claims for adjustment or refunds) and payment of Taxes, (iii) any actions, suits, proceedings and investigations, (iv) regulatory filings, investigations or inquiries, or (v) other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; purposes. (b) reasonably cooperate with each other on all matters related to In the preparation event that, after the Effective Time, and submission of claims to the Medicare and Medicaid programs and other third party payers for services except as otherwise provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to Transitional License Agreement, it becomes apparent that (i) promptly notify each other Party in writing any asset consisting of any claim or threatened claim against incorporating a Party Citi ▇▇▇▇ or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver any asset consisting of software, data, other technology and materials relating thereto not addressed in any of the Ancillary Agreements and any intellectual property rights subsisting therein that are required exclusively for the business of NCH or its Affiliates after the Effective Time has been transferred to the appropriate Party Purchaser, the Purchaser shall, without payment of any consideration, either transfer such asset back to the Sellers (and execute and file with all correspondence relevant Governmental Authorities documentation in connection with such transfer as the Sellers reasonably request or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, which may be required by law Applicable Law) or, if such transfer would be disruptive or governmental regulations from all applicable federalunduly costly, state and local authorities and any take other regulatory agencies necessary for appropriate measures as the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16Parties agree.

Post-Closing Cooperation. Each Party to this Agreement agrees that on and after (a) Following the Closing, it each Party will execute afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and any period commencing before and all necessary documents, ending after the Closing and take any the right to make copies and all necessary actionsextracts therefrom, to effect the purposes extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax returns, (ii) the determination or enforcement of rights and terms of obligations under this Agreement or any of the Ancillary Agreements, (iii) compliance with the requirements of any Governmental Authority, or (iv) in connection with any actual or threatened action or Proceeding. Further each Party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other reasonable request. Specificallydata unless such Party shall first offer in writing to surrender such books, records and other data to the Parties other Party and such other Party shall not agree in writing to take possession thereof and pay the cost of shipping during the forty-five (45) day period after such offer is made. (b) If, in order properly to prepare its Tax returns, other documents or reports required to be filed with Governmental Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a Party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (a) reasonably cooperate with each other above, and such information, documents or records are in the defense possession or control of any litigationthe other Party, investigationsuch other Party shall use its commercially reasonable efforts to furnish or make available such information, claim documents or proceeding related to Sellers including the provision of witnesses and records (including contractsor copies thereof) at the recipient’s request, memoranda, charge data, invoices, correspondence cost and other documentation) expense. Any information obtained by such Party in a timely manner as reasonably requested accordance with this paragraph shall be held confidential by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; such Party. (c) reasonably cooperate with each other Notwithstanding anything to the contrary contained in this Section 6.6, if the preparation and settlement parties are in an adversarial relationship in litigation or arbitration, the furnishing of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date information, documents or records in accordance with the provisions of this Section 5.13; and (d) abide by 6.6 shall not operate as a waiver to any otherwise applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter rules relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth discovery in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16proceeding.

Post-Closing Cooperation. Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) The Seller Parties, on one hand, and Purchaser, on the other hand, shall appoint the Persons set forth in Exhibit 9.01(a) (the “Transition Plan”) as representatives to participate on each Party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other Party’s Transition Team to facilitate the implementation and execution of the Transition Plan and to anticipate and resolve issues relating to the transfer of the Acquired Assets and the Business by the Seller Parties to Purchaser and the assumption of the Assumed Liabilities by Purchaser from the Seller Parties. Each Seller Party shall take all actions reasonably cooperate with each other in necessary to timely carry out the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; Transition Plan. (b) reasonably cooperate Subject to compliance with contractual obligations and applicable Law, following the Closing, each Party shall afford to the other on Party and the other Party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (i) reasonable access and duplicating rights to all matters Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such Party and (ii) reasonable access to the personnel of such Party. Requests may be made under this Section 9.01(b) in connection with financial reporting and accounting matters, preparing financial statements, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes. (c) If requested by Purchaser no later than August 1, 2013, Seller shall (i) prepare the annual financial statements of the Business related to the preparation development, formulation, manufacture, testing, marketing, sale and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as distribution of the Closing Date in accordance with Product for the provisions of Section 5.13; two (2) year period ended December 31, 2012 and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary prepare interim financial statements for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to period through the Closing Date, Sellers shallin each case, at Sellers’ sole costto the extent required by applicable Law, provide such Purchaser to be included in Purchaser’s reports and filings with legal defense the SEC, including in connection with the acquisition of a “significant business” pursuant to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Regulation S-X of the SEC. Subject to the foregoing sentence, Seller is named as a defendant in any malpractice claim stemming from care provided at shall commence the Hospitals on or preparation of the financial statements promptly after the Closing DateDate and complete such financial statements no later than September 20, Purchasers shall2013 so as to enable Purchaser to comply with applicable Law with respect to reports and filings with the SEC. Purchaser shall engage KPMG LLP, at Purchasers’ Purchaser’s sole costcost and expense, to audit the annual financial statements of the business for the two (2) year period ended December 31, 2012 and to render an opinion on such financial statements. Seller will provide, if required by Purchaser’s independent auditors, executed representation letters, which representation letters shall be sufficient to enable independent auditors to render an opinion on audited financial statements. Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with Purchaser and Purchaser’s independent auditors and provide such Seller all necessary consents required by the SEC and customary “comfort letters” in connection with legal defense securities offerings of Purchaser and with its preparation of any financial statements or other reports pursuant to such claims applicable Law. The reasonable and indemnify Purchasers documented fees and expenses of Seller’s auditors shall be at Purchaser’s sole cost and expense and Purchaser shall promptly reimburse Seller’s reasonable and documented general and administrative costs and expenses, in accordance each case in connection with Article 16this Section 9.01(c).