Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of Buyer in connection with the transactions contemplated hereby or the financial results of the Business, Seller and its Affiliates shall provide such reasonable cooperation as the Buyer may reasonably request in connection with such filing requirements. Buyer shall reimburse Seller and its Affiliates for all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Seller and its Affiliates in connection with performing their obligations under this Section 10.02.
Assistance with SEC Filings. In order to assist with potential future SEC filing requirements of the Emdeon Entities’ ultimate parent, the Members’ Representative shall cooperate with the Emdeon Entities’ ultimate parent in its efforts to cause the independent accountants of the Company and its Subsidiaries to (i) re-issue their audit opinion on the Company’s historical 2008, 2007 and 2006 audited financial statements, and (ii) deliver consents to the inclusion or incorporation by reference of such report in the SEC filings of the Emdeon Entities’ ultimate parent. The Emdeon Entities shall reimburse the Members’ Representative for all reasonable accountants’ fees and expenses incurred by the Members’ Representative in connection with performing its obligations under this Section 5.5.
Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of the Buyer in connection with the transactions contemplated hereby or the financial results of the Business, the Sellers shall provide such cooperation as the Buyer may reasonably request in connection with such filing requirements, including, without limitation, cooperating with the Buyer in the event that the Buyer requests that (a) the independent accountants with respect to the Financial Statements audit, and issue an audit opinion with respect to, financial statements in accordance with GAAP with respect to the Business for the year ended December 31, 2012 and (b) deliver consents to the inclusion or incorporation by reference of such opinion and financial statements in the SEC filings of the Buyer. The Buyer shall reimburse the Sellers for all reasonable out-of-pocket independent accountant expenses incurred by the Sellers in connection with performing their obligations under this Section 5.16.
Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of Holdings in connection with the transactions contemplated hereby or the financial results of the acquired Business, the Sellers’ Representative and the Sellers shall provide such cooperation as Holdings may reasonably request in connection with such filing requirements. Holdings shall reimburse the Sellers’ Representative and the Sellers for all of the required out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Sellers’ Representative and the Sellers in connection with performing their obligations under this Section 5.3.
Assistance with SEC Filings. For a period of one (1) year following the Closing Date, upon reasonable request from Buyer, Seller agrees to use its commercially reasonable efforts to provide Buyer with historical financial information to assist Buyer or its Affiliates in making its SEC filings to the extent related to the Purchased Assets. Buyer shall reimburse Seller for all out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by Seller in connection with providing assistance under this Section 6.4.
Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of HealthStream and/or related to any future securities offerings of HealthStream, in any such case related to the financial results of the Company, the Shareholders’ Representative shall provide such cooperation as HealthStream may reasonably request in connection therewith. HealthStream shall reimburse the Shareholders’ Representative for required out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Shareholders’ Representative in connection with performing its obligations under this Section 6.2.
Assistance with SEC Filings. In order to assist with potential future SEC filing requirements of the Evolent Entities, the Representative and the Company shall (a) provide such cooperation as Evolent Entities may reasonably request in connection with such filing requirements, and (b) reasonably cooperate with the Evolent Entities in its efforts to cause the independent accountants of the Company to (i) re-issue their audit opinion on the Company’s audited financial statements for the fiscal years ended December 31, 2017, 2017 and 2016, and (ii) deliver consents to the inclusion or incorporation by reference of such report in the SEC filings of the Evolent Entities. The Evolent Entities shall reimburse the Representative and the Company for all out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Representative and the Company in connection with performing its obligations under this Section 6I.
Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of HealthStream in connection with the transactions contemplated hereby or the financial results of the Company, the Seller shall provide such cooperation as HealthStream may reasonably request in connection with such filing requirements. HealthStream shall reimburse the Seller for required out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Seller in connection with performing their obligations under this Section 4.9.
Assistance with SEC Filings. In order to assist with any potential future SEC filing requirements or disclosures in future SEC filings of Buyer in connection with the transactions contemplated hereby or the financial results of the acquired business of the Company, including, without limitation, any pre-Closing unaudited balance sheets, statements of operation, statements of income, statements of cash flows, or similar financial results of the Company. Sellers shall provide all such cooperation as Buyer may reasonably request in connection with such filing requirements (and the preparation thereof). Buyer shall reimburse Seller for the required out-of-pocket expenses (including reasonable attorneys’, accountants’ and other advisors’ fees and expenses) incurred by the Seller in connection with performing its obligations under this Section 7.06.
Assistance with SEC Filings. From and after the Closing Date, the Seller shall provide such information, assistance and cooperation as the Buyer or the Parent may reasonably request in connection with the preparation and filing by the Parent of any registration statement, prospectus, report or other document, the filing of which with any Governmental Authority or stock exchange the Buyer or the Parent believes in good faith to be required by any applicable law, regulation or stock market rule (each such document, a “Public Filing”). Not in limitation of the foregoing, the Seller shall request of any and all of its present and former independent auditors that each such auditor, at the sole cost and expense of the Buyer, (a) cooperate with and assist the Buyer or the Parent in the preparation of financial statements with respect to the business of the Seller as conducted as of and prior to the Closing Date for inclusion in any Public Filing, such financial statements to be in compliance with any applicable requirements of Regulation S-X and Forms 8-K, X-0, X-0 and S-4 of the Securities and Exchange Commission, or any other applicable law, regulation, or stock market rule, and to include any pro forma financial information as may be required thereby; and (b) deliver any consents to the inclusion of financial statements as may be required in connection with any Public Filing.
