Common use of Cooperation After the Closing Clause in Contracts

Cooperation After the Closing. (a) Promptly after the Closing, Company shall put Lincare into full possession and enjoyment of the Assets. (b) Lincare and Company will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement. (c) Company shall be responsible for all income, franchise, sales, use, property, employment (including social security payments), payroll or other tax liabilities, including, without limitation, any interest and penalties thereon, which are attributable to operation or ownership of Company or the Assets or the operation of the Business for periods prior to the Closing Date. Lincare shall be responsible for any such taxes attributable to its ownership of the Assets or the operation of the Business for periods following the Closing Date. Any such taxes requiring apportionment (because Company has paid such liabilities attributable to a period subsequent to the Closing Date or Lincare will pay such taxes attributable to a period prior to the Closing Date) shall be pro-rated on the basis of the fiscal year covered by such taxes, or otherwise on a mutually acceptable equitable basis. If either party shall have paid any taxes for which the other party is responsible as aforesaid, appropriate adjustments will be made by the parties at or as promptly as practicable after the Closing Date. Notwithstanding anything in the foregoing to the contrary, if Lincare will or deems it necessary or appropriate to pay taxes for which Company is responsible, Lincare shall have the right to deduct any amount paid or to be paid by Lincare from the installment payments of the Purchase Price in accordance with Section 7.2 hereof. (d) It is acknowledged that Lincare has waived compliance by Company with the provisions of any bulk sales or transfer law of any state that is or may be applicable to the transactions contemplated hereby and Company agrees to indemnify Lincare with respect to such waiver and non-compliance in accordance with the provisions of Article 7 hereof in accordance with Section 7.2 hereof. (e) Company shall use its best efforts to obtain all consents of third parties and to make all filings with and give all notices to third parties and to do any and all other acts and things which may be necessary or reasonably required in order to transfer to Lincare all of the Assets, free and clear of any Encumbrances, and to effect fully the transactions contemplated by this Agreement. In case any Assets or rights have not at the Closing been transferred effectively, or are subject to any Encumbrance, Company shall use its best efforts to cooperate with Lincare in any lawful arrangement to provide that Lincare shall receive the benefit of Company’s interest in any of such Assets and rights. (f) Company agrees that, after the Closing, it shall provide reasonable cooperation and assistance to Lincare, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement. (g) If, within one (1) year after the Closing Date, Lincare determines it is reasonably necessary to have an audit performed of any or all of the Financial Statements, Company agrees to use reasonable efforts to cooperate with Lincare and to provide Lincare with all reasonable assistance required to prepare such audited financial statements, including, without limitation, the following: (i) providing Lincare and its representatives with all necessary information, data, documents and records relating to the Business for the time periods covered by the Financial Statements; and (ii) delivery of representation letters by Company, and Company’s legal counsel, to Lincare or its auditors. If requested by Lincare, Company shall use its reasonable best efforts to cause the Company’s accountants, auditors and legal counsel to cooperate with and to assist Lincare and its representatives in the preparation of any such audited financial statements, it being expressly agreed and understood that Lincare shall be solely responsible for the reasonable fees and expenses of the Company’s external accountants, auditors and legal counsel and internal staff members in rendering such assistance and cooperation to Lincare and its representatives. (h) Except for the Encumbered Cylinders, it is understood and agreed by the parties that on the Closing Date, Company shall cause to be delivered to Lincare title to all high pressure cylinders owned, leased, rented, used or otherwise possessed by Company, free and clear of all Encumbrances (including, but not limited to, any lease or rental obligations). Notwithstanding the above, the parties agree that those tanks listed on Schedule 6.8(h) (“Large Tanks”) do not need to be delivered free and clear of Encumbrances. The parties understand and agree that M tanks shall not be deemed hereby to be Large Tanks. Lincare agrees to assume responsibility for the lease/rental of such Large Tanks, but only for the number of Large Tanks, which is the lesser of (i) the number of tanks disclosed on Schedule 6.8(h) or (ii) the actual number of Large Tanks in use by the Business on and after Closing. Lincare will assume no responsibility for any discrepancy between the number of Large Tanks claimed to be on rental by the vendor and the number of Large Tanks claimed to be on rental by Company, nor be responsible for any charges associated with such a discrepancy (either rental or buyout of such tanks). Lincare assumes responsibility only for the number of Large Tanks actually in use by the Business at the time of Closing. Company agrees that the Encumbered Cylinders shall be free and clear of Encumbrances no later than October 1, 2006. Subject to the foregoing sentence, after the Closing, Lincare shall reasonably cooperate with Company in Company’s efforts to deliver the Encumbered Cylinders free and clear of Encumbrances, such cooperation including aiding Company in replacing cylinders as appropriate and communicating with Lincare cylinder vendors as appropriate. Notwithstanding anything in this Section 6.4(h) to the contrary, the parties understand and agree that the Company is solely liable for delivering the Encumbered Cylinders free and clear of Encumbrances and that Lincare shall have no liability in respect of any claim by a cylinder vendor or lessor relating to the purchase of cylinders, rental charges associated with cylinders, shortfall of cylinders, or otherwise. To the extent that there is a shortfall in the number of cylinders rented or leased by Company, such shortfall shall not be setoff against any cylinders owned by Company. (i) If it is impracticable for Company to provide to Lincare at the Closing all of the Uniform Commercial Code termination statements, lease termination statements, releases and other documents necessary to evidence delivery to Lincare of title to the Assets free and clear of any Encumbrances, Company shall deliver all such statements, releases and documents to Lincare no later than thirty (30) business days after the Closing. (j) Notwithstanding anything to the contrary in this Agreement, the following prorations relating to the Assets will be made as soon as practicable after the Closing Date, with Company liable to the extent such items relate to any time period prior to the Closing Date with Lincare liable to the extent such items relate to periods from and after the Closing Date: (i) ad valorem, personal property, real estate, occupancy and other similar taxes, if any, on or with respect to the Assets; (ii) the amount of charges for rent, water, telephone, electricity and other utilities; and, (iii) other similar items. The net amount of all such prorations will be settled and paid as soon as practicable after the Closing Date. The parties hereto understand and agree that amounts owed by Company shall be considered an Excluded Liability of Company and amounts owed by Lincare shall be considered an Accepted Liability of Lincare. (k) If, after the Closing Date, Company requests access to Company records transferred to Lincare relating to periods prior to the Closing Date in connection with: (i) any examination or audit of Company by any taxing or other governmental authority relating to periods prior to the Closing Date; (ii) any tax filings of Company relating to periods prior to the Closing Date; (iii) defending any third party claims, whether such claims are the subject of indemnification pursuant to the provisions of this Agreement or otherwise; (iv) any audit or investigation by Medicare, Medicaid or any other third party payor relating to services, equipment, products or supplies provided by Company prior to the Closing Date; or (v) pursuant to any other lawful order of any court or other governmental agency; then Lincare agrees to provide Company or its authorized agents with reasonable and prompt access to such records at the location and in the form which such records are maintained at the date of any such request. Upon Company’s request and at its sole expense, Lincare shall provide copies of any such records to Company or its authorized agents. Lincare agrees to maintain such Company records for all applicable statutes of limitations time periods, including particularly such statutes of limitations relating to the health care records of minors. (l) with respect to the Shared Locations, the parties hereto agree that the party agreeing to vacate any such Shared Location pursuant to Schedule 4.5(a) shall be allowed to utilize such location for a period not to exceed one hundred twenty (120) days after the Closing Date for a transition period.

Cooperation After the Closing. (a) Promptly after the Closing, Company shall and Shareholders will put Lincare into full possession and enjoyment of the Assets. (b) Lincare Lincare, Company and Company Shareholders will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement. (c) Company and Shareholders shall be responsible for all income, franchise, sales, use, property, employment (including social security payments), payroll or other tax liabilities, including, without limitation, any interest and penalties thereon, which are attributable to operation or ownership of Company or the Assets or the operation of the Business for periods prior to the Closing Date. Lincare shall be responsible for any such taxes attributable to its ownership of the Assets or the operation of the Business for periods following the Closing Date. Any such taxes requiring apportionment (because Company or a Shareholder has paid such liabilities taxes attributable to a period subsequent to the Closing Date or Lincare will pay such taxes attributable to a period prior to the Closing Date) shall be pro-rated on the basis of the fiscal year covered by such taxes, or otherwise on a mutually acceptable equitable basis. If either party Company or a Shareholder shall have paid any taxes for which the other party Lincare is responsible as aforesaid, or if Lincare will, or deems it necessary or appropriate to, pay taxes for which Company or Shareholder is responsible as aforesaid, appropriate adjustments will be made by the parties at or as promptly as practicable after the Closing Date. Notwithstanding anything in the foregoing to the contrary, if Lincare will or deems it necessary or appropriate to pay taxes for which Company is responsible, Lincare shall have the right to deduct any amount paid or to be paid by Lincare from the installment payments of the Purchase Price in accordance with Section 7.2 hereof. (d) Company and Shareholders agree, on behalf of themselves and each of their respective parents, subsidiaries and affiliates that, from and after the Closing Date, they shall cease and desist from all use of the names "United Medical, Inc.", "Tennessee Welding Supply, Inc., d/b/a Argo Medical Services, Inc.", "Home Oxygen Medical Equipment, Inc.", "Transitional Respiratory Care" and "T.R.C.", and any other trademarks, trade names or service marks included in the Assets, and any name containing any variations, combinations or derivatives thereof, or any forms or acronyms of the same; provided, however, Shareholders shall be permitted to rename the Company "UMI Holdings, Inc." in conjunction with Lincare's filing of the fictitious name "United Medical, Inc." after the Closing. Company shall be permitted to use the name "UMI Holdings, Inc." to wind up Company's affairs on and after the Closing Date. (e) It is acknowledged that Lincare has waived compliance by Company and Shareholders with the provisions of any bulk sales or transfer law of any state that is or may be applicable to the transactions contemplated hereby hereby, and Company agrees and Shareholders agree, jointly and severally, to indemnify Lincare with respect to such waiver and non-compliance in accordance with the provisions of Article 7 hereof in accordance with Section 7.2 hereof. (ef) Company and Shareholders shall use its their best efforts to obtain all consents of third parties and to make all filings with and give all notices to third parties and to do any and all other acts and things which may be necessary or reasonably required in order to transfer to Lincare all of the Assets, free and clear of any Encumbrances, and to effect fully the transactions contemplated by this Agreement. Lincare will provide reasonable cooperation, and reasonable assistance as required, to Company and Shareholders in connection with such efforts on and after the Closing Date. In case any Assets or rights have not at the Closing been transferred effectively, or are subject to any Encumbrance, Company and Shareholders shall use its their best efforts to cooperate with Lincare in any lawful arrangement to provide that Lincare shall receive the benefit of Company’s 's interest in any of such Assets and rights. (fg) Company agrees and Shareholders agree that, after the Closing, it they shall provide reasonable cooperation and assistance to Lincare, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement. (gh) If, within one for a period of three (13) year years after the Closing Date, Lincare determines it is reasonably necessary required to have an audit performed of Company's Financial Statements for Company's interim period of October 1, 1999 through the Closing Date pursuant to SEC filing requirements or an acquisition involving Lincare, its parent or any of its subsidiaries or all of the Financial Statementsaffiliates, Company agrees to use reasonable efforts and Shareholders agree to cooperate with Lincare and to provide Lincare with all reasonable assistance required to prepare such audited financial statements, including, without limitation, the following: (i) providing Lincare and its representatives with all necessary information, data, documents and records relating to the Business in Company's and Shareholders' possession for the time periods covered by the Financial Statements; and (ii) delivery of representation letters by CompanyCompany and Shareholders, and Company’s 's legal counsel, to Lincare or its auditors. If requested by Lincare, Company and Shareholders shall use its reasonable their best efforts to cause the Company’s 's accountants, auditors and legal counsel to cooperate with and to assist Lincare and its representatives in the preparation of any such audited financial statements, it being expressly agreed and understood that Lincare shall be solely responsible for the reasonable fees and expenses of the Company’s external 's accountants, auditors and legal counsel and internal staff members in rendering such assistance and cooperation to Lincare and its representatives. Lincare shall also reimburse Company and Shareholders for their reasonable out-of-pocket payroll and related expenses incurred for employee time dedicated to assisting Lincare with its preparation of such audited financial statements pursuant to this Section 6.4(h). (hi) Except for the Encumbered Cylindersthose certain "H" and "K" high pressure cylinders, oxygen dewars and liquid oxygen GP-45 bulk tanks rented by Company as set forth on Schedule 2 hereto, it is understood and agreed by the parties that on the Closing Date, Company and Shareholders shall cause to be delivered to Lincare title to all other high pressure cylinders owned, leased, rented, used or otherwise possessed by Company, free and clear of all Encumbrances (including, but not limited to, any lease or rental obligations). Notwithstanding the above, the parties agree that those tanks listed on Schedule 6.8(h) (“Large Tanks”) do not need to be delivered free and clear of Encumbrances. The parties understand and agree that M tanks Company shall not be deemed hereby to be Large Tanks. Lincare agrees to assume responsibility for the lease/rental of such Large Tanks, but only for the number of Large Tanks, which is the lesser of (i) the number of tanks disclosed on Schedule 6.8(h) or (ii) the actual number of Large Tanks in use by the Business on and after Closing. Lincare will assume no responsibility for any discrepancy between the number of Large Tanks claimed to be on rental by the vendor and the number of Large Tanks claimed to be on rental by Company, nor be responsible for any charges associated with such a discrepancy (either rental shortfall of high pressure cylinders which were rented or buyout of such tanks). Lincare assumes responsibility only for the number of Large Tanks actually in use leased by the Business at the time of Closing. Company agrees that the Encumbered Cylinders shall be free and clear of Encumbrances no later than October 1, 2006. Subject prior to the foregoing sentenceClosing Date, after including, but not limited to, settling and paying for any such cylinder shortfall with the Closing, Lincare shall reasonably cooperate with Company in Company’s efforts to deliver the Encumbered Cylinders free and clear of Encumbrances, such cooperation including aiding Company in replacing cylinders as appropriate and communicating with Lincare cylinder vendors as appropriate. Notwithstanding anything in this Section 6.4(h) to the contrary, the parties understand and agree that the Company is solely liable for delivering the Encumbered Cylinders free and clear of Encumbrances and that Lincare shall have no liability in respect of any claim by a cylinder vendor or lessor relating to the purchase of cylinders, rental charges associated with cylinders, shortfall of cylinders, or otherwisesuppliers thereof. To the extent that there is a shortfall in the number of cylinders rented or leased by CompanyCompany prior to the Closing Date, such shortfall shall not be setoff against any cylinders owned by Company. (ij) If it is impracticable for Company and Shareholders to provide to Lincare at the Closing all of the Uniform Commercial Code termination statements, lease termination statements, releases and other documents necessary to evidence delivery to Lincare of title to the Assets free and clear of any Encumbrancesas required hereunder, Company and the Shareholders shall deliver all such statements, releases and documents to Lincare no later than thirty (30) business days after the Closing. (j) Notwithstanding anything to the contrary in this Agreement, the following prorations relating to the Assets will be made as soon as practicable after the Closing Date, with Company liable to the extent such items relate to any time period prior to the Closing Date with Lincare liable to the extent such items relate to periods from and after the Closing Date: (i) ad valorem, personal property, real estate, occupancy and other similar taxes, if any, on or with respect to the Assets; (ii) the amount of charges for rent, water, telephone, electricity and other utilities; and, (iii) other similar items. The net amount of all such prorations will be settled and paid as soon as practicable after the Closing Date. The parties hereto understand and agree that amounts owed by Company shall be considered an Excluded Liability of Company and amounts owed by Lincare shall be considered an Accepted Liability of Lincare. (k) If, after the Closing Date, the Company requests access to Company records transferred to possessed by Lincare relating to periods prior to the Closing Date in connection with: (i) any examination or audit of the Company by any taxing or other governmental authority relating to periods prior to the Closing Date; (ii) any tax filings of the Company relating to periods prior to the Closing Date; (iii) defending any third party claims, whether such claims which are the subject of indemnification pursuant to the provisions of this Agreement or otherwise; (iv) any audit or investigation by Medicare, Medicaid or any other third party payor relating to services, equipment, products or supplies provided by Company prior to the Closing DateAgreement; or (viv) pursuant to any other lawful order of any court or other governmental agency; then Lincare agrees to provide Company or its authorized agents with reasonable and prompt access to such records at the location and in the form which such records are maintained at the date of any such request. Upon Company’s 's request and at its sole cost and expense, Lincare shall provide copies of any such records to Company or its authorized agents. Lincare agrees to maintain such Company records for all applicable statutes of limitations time periods, including particularly such statutes of limitations relating to the health care records of minors. (l) with respect Company and the Shareholders permit Lincare to the Shared Locations, the parties hereto agree that the party agreeing to vacate any such Shared Location pursuant to Schedule 4.5(a) shall be allowed to utilize such location use all tax identification numbers of Company and its subsidiaries for a period not to exceed one hundred twenty (120) days billing purposes on and after the Closing Date Date, until such time that Lincare has obtained new provider numbers for a transition periodthe Business. Lincare agrees to use its best efforts to obtain new provider numbers promptly after the Closing. Lincare shall defend, indemnify and hold Company and the Shareholders harmless from, against, and in respect of, any and all claims, demands, lawsuits, proceedings, losses, obligations, assessments, fines, penalties, administrative or judicial orders, costs, expenses, liabilities and damages, including interest, penalties and reasonable attorneys' fees that any of them may incur which arise, result from or relate to Lincare's use of such tax identification numbers.

Cooperation After the Closing. (a) Promptly after the Closing, Company shall will put Lincare into full possession and enjoyment of the Assets. (b) Lincare and Company will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement. (c) Company shall be responsible for all income, franchise, sales, use, property, employment (including social security payments), payroll or other tax liabilities, including, without limitation, any interest and penalties thereon, which are attributable to operation or ownership of Company or the Assets or the operation of the Business for periods prior to the Closing Date. Lincare shall be responsible for any such taxes attributable to its ownership of the Assets or the operation of the Business for periods following the Closing Date. Any such taxes requiring apportionment (because Company has paid such liabilities taxes attributable to a period subsequent to the Closing Date or Lincare will pay such taxes attributable to a period prior to the Closing Date) shall be pro-rated on the basis of the fiscal year covered by such taxes, or otherwise on a mutually acceptable equitable basis. If either party Company shall have paid any taxes for which the other party Lincare is responsible as aforesaid, or if Lincare will pay taxes for which Company is responsible as aforesaid, appropriate adjustments will be made by the parties at or as promptly as practicable after the Closing Date. Notwithstanding anything in the foregoing to the contrary, if Lincare will or deems it necessary or appropriate to pay taxes for which Company is responsible, Lincare shall have the right to deduct any amount paid or to be paid by Lincare from the installment payments of the Purchase Price in accordance with Section 7.2 hereof. (d) It is acknowledged that Lincare has waived compliance by Company with the provisions of any bulk sales or transfer law of any state that is or may be applicable to the transactions contemplated hereby and Company agrees to indemnify Lincare with respect to such waiver on behalf of itself and non-compliance in accordance with the provisions of Article 7 hereof in accordance with Section 7.2 hereof. (e) Company shall use its best efforts to obtain all consents of third parties parents, subsidiaries and to make all filings with and give all notices to third parties and to do any and all other acts and things which may be necessary or reasonably required in order to transfer to Lincare all of the Assets, free and clear of any Encumbrances, and to effect fully the transactions contemplated by this Agreement. In case any Assets or rights have not at the Closing been transferred effectively, or are subject to any Encumbrance, Company shall use its best efforts to cooperate with Lincare in any lawful arrangement to provide that Lincare shall receive the benefit of Company’s interest in any of such Assets and rights. (f) Company agrees affiliates that, after the Closing, it shall provide reasonable cooperation and assistance to Lincare, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement. (g) If, within one (1) year after the Closing Date, Lincare determines it is reasonably necessary to have an audit performed of any or all of the Financial Statements, Company agrees to use reasonable efforts to cooperate with Lincare and to provide Lincare with all reasonable assistance required to prepare such audited financial statements, including, without limitation, the following: (i) providing Lincare and its representatives with all necessary information, data, documents and records relating to the Business for the time periods covered by the Financial Statements; and (ii) delivery of representation letters by Company, and Company’s legal counsel, to Lincare or its auditors. If requested by Lincare, Company shall use its reasonable best efforts to cause the Company’s accountants, auditors and legal counsel to cooperate with and to assist Lincare and its representatives in the preparation of any such audited financial statements, it being expressly agreed and understood that Lincare shall be solely responsible for the reasonable fees and expenses of the Company’s external accountants, auditors and legal counsel and internal staff members in rendering such assistance and cooperation to Lincare and its representatives. (h) Except for the Encumbered Cylinders, it is understood and agreed by the parties that on the Closing Date, Company shall cause to be delivered to Lincare title to all high pressure cylinders owned, leased, rented, used or otherwise possessed by Company, free and clear of all Encumbrances (including, but not limited to, any lease or rental obligations). Notwithstanding the above, the parties agree that those tanks listed on Schedule 6.8(h) (“Large Tanks”) do not need to be delivered free and clear of Encumbrances. The parties understand and agree that M tanks shall not be deemed hereby to be Large Tanks. Lincare agrees to assume responsibility for the lease/rental of such Large Tanks, but only for the number of Large Tanks, which is the lesser of (i) the number of tanks disclosed on Schedule 6.8(h) or (ii) the actual number of Large Tanks in use by the Business on and after Closing. Lincare will assume no responsibility for any discrepancy between the number of Large Tanks claimed to be on rental by the vendor and the number of Large Tanks claimed to be on rental by Company, nor be responsible for any charges associated with such a discrepancy (either rental or buyout of such tanks). Lincare assumes responsibility only for the number of Large Tanks actually in use by the Business at the time of Closing. Company agrees that the Encumbered Cylinders shall be free and clear of Encumbrances no later than October 1, 2006. Subject to the foregoing sentence, after the Closing, Lincare shall reasonably cooperate with Company in Company’s efforts to deliver the Encumbered Cylinders free and clear of Encumbrances, such cooperation including aiding Company in replacing cylinders as appropriate and communicating with Lincare cylinder vendors as appropriate. Notwithstanding anything in this Section 6.4(h) to the contrary, the parties understand and agree that the Company is solely liable for delivering the Encumbered Cylinders free and clear of Encumbrances and that Lincare shall have no liability in respect of any claim by a cylinder vendor or lessor relating to the purchase of cylinders, rental charges associated with cylinders, shortfall of cylinders, or otherwise. To the extent that there is a shortfall in the number of cylinders rented or leased by Company, such shortfall shall not be setoff against any cylinders owned by Company. (i) If it is impracticable for Company to provide to Lincare at the Closing all of the Uniform Commercial Code termination statements, lease termination statements, releases and other documents necessary to evidence delivery to Lincare of title to the Assets free and clear of any Encumbrances, Company shall deliver all such statements, releases and documents to Lincare no later than thirty (30) business days after the Closing. (j) Notwithstanding anything to the contrary in this Agreement, the following prorations relating to the Assets will be made as soon as practicable after the Closing Date, with Company liable to the extent such items relate to any time period prior to the Closing Date with Lincare liable to the extent such items relate to periods from and after the Closing Date: (i) ad valorem, personal propertythey shall cease and desist from all use of the names "HealthCor Oxygen & Medical Equipment", real estate"I CareNetwork", occupancy "McDuffie's Rentals, Inc.," and "Cxxxxxx'x Xrug and Medical", and any other similar taxestrademarks, if any, on trade names or with respect to service marks included in the Assets; (ii) the amount of charges for rent, waterand any name containing any variations, telephonecombinations or derivatives thereof, electricity and other utilities; and, (iii) other similar items. The net amount of all such prorations will be settled and paid as soon as practicable after the Closing Date. The parties hereto understand and agree that amounts owed by Company shall be considered an Excluded Liability of Company and amounts owed by Lincare shall be considered an Accepted Liability of Lincare. (k) If, after the Closing Date, Company requests access to Company records transferred to Lincare relating to periods prior to the Closing Date in connection with: (i) any examination or audit of Company by any taxing or other governmental authority relating to periods prior to the Closing Date; (ii) any tax filings of Company relating to periods prior to the Closing Date; (iii) defending any third party claims, whether such claims are the subject of indemnification pursuant to the provisions of this Agreement or otherwise; (iv) any audit or investigation by Medicare, Medicaid or any other third party payor relating to services, equipment, products forms or supplies provided by Company prior to acronyms of the Closing Date; or (v) pursuant to any other lawful order of any court or other governmental agency; then Lincare agrees to provide Company or its authorized agents with reasonable and prompt access to such records at the location and in the form which such records are maintained at the date of any such request. Upon Company’s request and at its sole expense, Lincare shall provide copies of any such records to Company or its authorized agents. Lincare agrees to maintain such Company records for all applicable statutes of limitations time periods, including particularly such statutes of limitations relating to the health care records of minorssame. (l) with respect to the Shared Locations, the parties hereto agree that the party agreeing to vacate any such Shared Location pursuant to Schedule 4.5(a) shall be allowed to utilize such location for a period not to exceed one hundred twenty (120) days after the Closing Date for a transition period.