Common use of Cooperation; Vendor Contracts Clause in Contracts

Cooperation; Vendor Contracts. Prior to the Effective Time, Parent and SpinCo shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that the Parties reasonably agree requires the cooperation of both Parties and that are not the subject of a specific agreement in any other provision of this Agreement. Without limiting the foregoing, prior to the Effective Time, Parent and SpinCo shall use commercially reasonable efforts to (a) negotiate with the current third-party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, third-party administrator agreement, letter of understanding, or arrangement that pertains to the Parent Welfare Plans and the SpinCo Welfare Plans (each, a “Vendor Contract”), (b) obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts, and (c) maintain the premium and administrative rates under the Vendor Contracts in effect immediately prior to the Effective Time based on the aggregate number of participants in the Parent Welfare Plans and SpinCo Welfare Plans. Prior to the Effective Time, Parent and SpinCo shall use commercially reasonable efforts to negotiate with applicable consultants, plan auditors, investment advisors, legal advisors, and other third-party providers of services to members of the Parent Group with respect to the Parent Benefit Plans to maintain pricing discounts or other preferential terms in effect as of immediately prior to the Effective Time. Prior to the Effective Time, Parent and SpinCo shall, and shall cause their respective Affiliates to, (i) use reasonable good faith efforts in making any and all filings and/or notices required by the Internal Revenue Service and the Department of Labor with respect to any transfer of assets and liabilities occurring pursuant to this Agreement, and (ii) use reasonable good faith efforts to cooperate in making any required communications to Employees as they relate to any Parent Benefit Plan or the transactions contemplated by this Agreement.