Common use of Efforts and Actions Clause in Contracts

Efforts and Actions. (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, from time to time and without further consideration, either before or after the Closing, execute such further instruments and take such other actions as any other party hereto shall reasonably request in order to fulfill its obligations under any of the Transaction Documents, to effectuate the purposes of the Transaction Documents, including, if required by a landlord, the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parent. (b) During the Interim Period, each Party shall use its commercially reasonable efforts to satisfy (or cause the satisfaction of), to the extent within its reasonable control or influence, the conditions precedent to the consummation of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Transaction, including using commercially reasonable efforts to cooperate with the other Parties in connection with the performance by the other Parties of their obligations under this Section 6.10, including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of the Parties and, in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, to the extent within the Buyer Companies’ or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will not, and shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financing. (c) During the Interim Period, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against any of the Seller Companies or the Buyer Companies, as applicable or any of their respective Representative thereof relating to the Business or Buyer Companies, as applicable, or the consummation of the transactions contemplated by this Agreement. (d) Trican Parent shall take all actions necessary to cause the Seller Companies to fulfill their obligations under Sections 3.4, 3.6(d), 6.1, 6.9 or 6.16.

Efforts and Actions. (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, Party shall from time to time and without further consideration, either before and after each Closing, and at no material cost or after the Closingliability to itself, execute such further instruments and take such other actions as any other party Party hereto shall reasonably request for itself or on behalf of a third party, provided such requests are solely in order to fulfill furtherance of its obligations under set forth in any of the Transaction DocumentsDocuments and are wholly consistent therewith, to effectuate the purposes and terms set forth in the Transaction Documents and to provide for the orderly implementation of each Closing and, following each Closing, of the Transaction Documents, including, if required by a landlord, the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required respective Parties’ rights and obligations as set forth in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parentthis Agreement. (b) During Following the Interim PeriodExecution Date, the Seller shall permit reasonable access by the Purchaser and its representatives to seek to establish personal relationships with Physicians on each Party Facility’s medical staff and other Persons who have business relations with the Business; provided, however, that the Purchaser shall use its commercially reasonable efforts have no right to satisfy (amend or cause modify any agreements applicable to the satisfaction of)operation of the Business at any Non-Transferred Facility, or make any promise to do so and the Purchaser shall indemnify and hold harmless the Seller from any Loss incurred by the Seller as a result of the Purchaser’s conduct in this regard. The Seller shall be entitled, if it so elects, to the extent within its reasonable control or influence, the conditions precedent to the consummation of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Transaction, including using commercially reasonable efforts to cooperate with the other Parties have a representative participate in connection with the performance by the other Parties of their obligations under this Section 6.10, including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of the Parties and, in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, to the extent within the Buyer Companies’ or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will not, and shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financingsuch discussions. (c) During Following the Interim PeriodExecution Date, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against any of the Seller Companies or the Buyer Companies, as applicable or any of their respective Representative thereof relating for purposes reasonably related to the Business or Buyer Companies, as applicable, or the consummation of the transactions contemplated by this Agreement., the Seller, the Seller Parties and the Peoria JV, as applicable, shall permit the Purchaser, its counsel, accountants and other representatives such access during normal Business hours and at the Purchaser’s expense to the Facilities; provided, however, that any such investigation or review shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business. No review or investigation by the Purchaser shall affect the representations and warranties made by the Seller pursuant to this Agreement or the remedies of the Purchaser for breaches of those representations and warranties (d) Trican Parent To the extent that the Purchaser or any of its subsidiaries receives any mail or packages addressed to the Seller, any Seller Party or the Peoria JV not relating to the Purchased Assets or the Assumed Liabilities, the Purchaser shall take all actions necessary promptly deliver such mail or packages to cause the Seller. After the applicable Closing Date, the Purchaser may deliver to the Seller Companies any checks or drafts made payable to fulfill their obligations under Sections 3.4the Seller, 3.6(dany Seller Party or the Peoria JV that constitutes a Purchased Asset, and the Seller shall promptly deposit or cause to be deposited such checks or drafts, and, upon active receipt of funds, reimburse the Purchaser within five (5) Business Days for the amounts of all such checks or drafts, or, if so requested by the Purchaser, endorse such checks or drafts to the Purchaser for collection. To the extent the Seller, any Seller Party or the Peoria JV receives any mail or packages addressed to the Seller, any Seller Party or the Peoria JV but relating to the Purchased Assets or the Assumed Liabilities relating to any Transferred Facility, the Seller shall promptly deliver such mail or packages to the Purchaser. After the applicable Closing Date, to the extent that the Purchaser receives any cash or checks or drafts made payable to the Purchaser that constitutes an Excluded Asset, the Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon active receipt of funds from such checks or drafts, reimburse the Seller within five (5) Business Days for such amount received, or, if so requested by the Seller, endorse such checks or drafts to the Seller for collection. The Parties may not assert any set off, hold back, escrow or other restriction against any payment described in this Section 6.8(d), 6.1, 6.9 or 6.16.

Efforts and Actions. (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, Party shall from time to time and without further consideration, either before or and after the Closing, execute such further instruments and take such other actions as any other party Party hereto shall reasonably request for itself or on behalf of a third party, provided such requests (i) do not materially contravene any financing agreement or arrangement of a Party, and (ii) are solely in order to fulfill furtherance of its obligations under set forth in any of the Transaction DocumentsDocuments and are wholly consistent therewith, to effectuate the purposes and terms set forth in the Transaction Documents and to provide for the orderly implementation of the Transaction DocumentsClosing and, includingfollowing the Closing, if required by a landlord, of the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required respective Parties’ rights and obligations as set forth in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parentthis Agreement. (b) During Following the Interim PeriodExecution Date, upon reasonable advance notice by Purchaser or an OTA Transferee, Seller shall permit reasonable access by Purchaser, each Party OTA Transferee and their respective representatives to seek to establish personal relationships with Persons who have business relations with the Business; provided, however, that except as contemplated by the Transaction Documents or permitted by Seller in writing, neither Purchaser nor any OTA Transferee shall use its commercially reasonable efforts have the right to satisfy (amend or cause modify any agreements applicable to the satisfaction of)operation of the Business at any Facility unless any such amendments or modifications are contingent on Closing regarding any applicable Facilities. Seller shall be entitled, if it so elects, to have a representative participate in any such discussions. (c) On and after the extent within its Execution Date, with reasonable control or influencecoordination with and advance notice to Seller Parties, Purchaser and each OTA Transferee shall be entitled to visit the conditions precedent Facilities to assess operational needs for the consummation operation of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete Facilities after the Transaction, including using commercially reasonable efforts to cooperate with the other Parties in connection with the performance by the other Parties of their obligations under this Section 6.10, Effective Time including, without limitation, continuing to provide reasonable access to information technology requirements. In addition, on and to maintain ongoing communications after the Execution Date, so long as between Representatives of the Parties and, there is not a disruption in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, information technology service to the extent within Facilities, Purchaser’s information technology consultants may install data lines at the Buyer Companies’ Facilities with reasonable advance notice and coordination with Seller. Purchaser shall indemnify and hold Seller and its Affiliates harmless from and against all Losses suffered or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will notincurred as a result of any such access, and this obligation shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financing. (c) During the Interim Period, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against any of the Seller Companies or the Buyer Companies, as applicable or any of their respective Representative thereof relating to the Business or Buyer Companies, as applicable, or the consummation of the transactions contemplated by this Agreementsurvive Closing. (d) Trican Parent On and after the Execution Date, so long as this Agreement has not been terminated, Seller shall take provide Purchaser and each OTA Transferee, their officers, employees, members, agents, contractors, engineers, consultants, licensees and assignees (i) access to all actions necessary the books, contracts, and other records of Seller and Seller Parties as they relate to cause the Facilities as Purchaser or an OTA Transferee may reasonably request, and (ii) access to the Facilities for the purpose of making any and all examinations and investigations of the Facilities as Purchaser and OTA Transferee may reasonably request. Seller Companies shall be entitled, if it so elects, to fulfill their obligations under Sections 3.4have a representative present. (e) Seller and each Seller Party shall deliver to Purchaser, 3.6(dpromptly after receipt of the same, copies of any survey reports, waivers of deficiencies, plans of correction and any other investigation reports issued with respect to the Business or a Facility between the Execution Date and the applicable Closing. Seller and each Seller Party, as applicable, shall notify Purchaser immediately upon the occurrence of any survey or investigation of any Facility, regardless of whether the applicable Governmental Authority has issued a formal report or finding (such notice may be done verbally by telephone if promptly followed by written notification). (f) Between the Execution Date and the applicable Closing, 6.1Seller and each Seller Party, 6.9 as applicable, shall notify Purchaser of any Government Reimbursement Program recoupment claim or 6.16open Cost Report settlement proposal received from a Governmental Authority.

Efforts and Actions. Subject in each case to the provisions of Section 2.8 of this Agreement: (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, Party shall from time to time and without further consideration, either before or and after the ClosingClosings, execute such further instruments and take such other actions as any other party Party hereto shall reasonably request for itself or on behalf of a third party, provided such requests are solely in order to fulfill furtherance of its obligations under set forth in any of the Transaction DocumentsDocuments and are wholly consistent therewith, to effectuate the purposes and terms set forth in the Transaction Documents and to provide for the orderly implementation of the Transaction DocumentsClosings and, includingfollowing the Closings, if required by a landlord, of the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required respective Parties’ rights and obligations as set forth in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parentthis Agreement. (b) During the Interim PeriodUpon reasonable advance notice by Purchaser or an OTA Transferee, Seller shall permit reasonable access by Purchaser, each Party OTA Transferee and their respective representatives to seek to establish personal relationships with Persons who have business relations with the Businesses; provided, however, that except as contemplated by the Transaction Documents or permitted by Seller in writing, neither Purchaser nor any OTA Transferee shall use its commercially reasonable efforts have the right to satisfy (amend or cause modify any agreements applicable to the satisfaction of)operation of any Business unless any such amendments or modifications are contingent on Closing regarding any applicable Business. Seller shall be entitled, if it so elects, to the extent within its reasonable control or influence, the conditions precedent to the consummation of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Transaction, including using commercially reasonable efforts to cooperate with the other Parties have a representative participate in connection with the performance by the other Parties of their obligations under this Section 6.10, including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of the Parties and, in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, to the extent within the Buyer Companies’ or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will not, and shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financingsuch discussions. (c) During With reasonable coordination with and advance notice to Seller, Purchaser and each OTA Transferee shall be entitled to visit the Interim Period, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against any Facilities to assess operational needs for the operation of the Seller Companies or Businesses after the Buyer Companies, as applicable or any of their respective Representative thereof relating to the Business or Buyer Companies, as applicable, or the consummation of the transactions contemplated by this AgreementEffective Time. (d) Trican Parent From the Execution Date until all applicable Closings have been completed, or the earlier termination of this Agreement, but subject to Applicable Law and the Confidentiality Agreement, Seller will use reasonable best efforts to (i) give Purchaser, its counsel and other authorized representatives reasonable access to the properties, books and records of the Businesses, (ii) furnish to Purchaser, its counsel and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the Business Employees, counsel and financial advisors of Seller to reasonably cooperate with Purchaser in its investigation of the Businesses. For the avoidance of doubt, the Confidentiality Agreement shall take remain in effect in accordance with its terms, and such information, and all actions information provided pursuant to this Section 6.6 shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, Purchaser, its counsel and other authorized representatives and its other agents shall not have access to (A) any information where such access or disclosure would, in the good faith judgment of Seller, be unreasonable or jeopardize the health and safety of any resident, employee of the Businesses, (B) any properties of the Businesses, including the Purchased Assets and Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (C) any information to the extent relating to any Affiliates of the Seller, (D) Seller Tax records, or (E) which would otherwise violate the terms of the Confidentiality Agreement. (e) For a period of five (5) years after the Phase I Initial Closing Date, but subject to Applicable Law, Purchaser will (i) maintain the books and records of the Businesses, provided that, Purchaser shall not be required to retain such books and records for which Seller has been provided with a copy and (ii) upon request, afford promptly to Seller and its authorized Representatives reasonable access to the properties, books, records, employees and auditors of the Business (A) to the extent requested to permit Seller or any of their Affiliates to comply with their financial reporting, accounting, tax, litigation, contractual or auditing obligations with respect to the period prior to the Closings with respect to the Business or the Excluded Assets or Excluded Liabilities, (B) in connection with any Action related to either the Excluded Assets or Excluded Liabilities, or the conduct of the Business or the ownership of the Purchased Assets prior to the Closings and for which Seller or such Affiliate has retained liability under this Agreement and (C) otherwise to the extent that Seller, in requesting such access, reasonably deems such access necessary or desirable in order to determine any matter relating to its rights and obligations hereunder. (f) Any access granted or cooperation provided pursuant to this Section 6.6 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Party granting such access or providing such cooperation. The party to whom such access or other cooperation is granted pursuant to this Section 6.6 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party, its Affiliates or any of their representatives in connection therewith. (g) In furtherance of the foregoing, from and after each applicable Closing Date, Purchaser will provide and, as applicable, cause its employees and its Affiliates and their employees to provide, all cooperation reasonably requested by or on behalf of Seller, which cooperation will include furnishing or causing to be furnished records, information and testimony as requested by Seller, its Affiliates or their respective representatives and causing employees who possess knowledge pertaining to any such Action to provide information, recollections and explanations with respect thereto and make themselves available, including for consultation with respect to settlement discussions and to attend strategy sessions and judicial and arbitration proceedings, as requested by Seller, its Affiliates or their respective representatives in connection therewith; provided, that, notwithstanding the foregoing, Purchaser will only be obligated to cause any person to cooperate with Seller pursuant to this Section 6.6 if and for so long as Purchaser is capable of directing the actions of such person. (h) Notwithstanding anything to the contrary contained herein, nothing in this Section 6.6 shall require (i) Seller Companies or Purchaser, as applicable, to fulfill their provide the other party or its representatives with access to (A) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith determination, is sensitive or the disclosure of which would violate Applicable Law or could subject such party or its Affiliates to risk of liability or (B) information the disclosure of which, in the disclosing party’s good faith determination, would conflict with contractual obligations under Sections 3.4to which such party or any of its Affiliates is bound, 3.6(d)violate any Applicable Law or result in the forfeiture or waiver of any attorney-client or similar legal privilege; provided, 6.1that the parties hereto shall cooperate in good faith to develop substitute arrangements, 6.9 to the extent reasonably possible, that do not result in the violation of such Applicable Law, breach of such obligations or 6.16loss or reduction of such privilege, or (ii) either party’s independent accountants to make available to the other party or its representatives any work papers 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 independent accountants.

Efforts and Actions. (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, Party shall from time to time and without further consideration, either before or and after the Closing, and at no material cost or liability to itself, execute such further instruments and take such other actions as any other party Party hereto shall reasonably request for itself or on behalf of a third party (including, for example, requests on behalf of the Escrow Agent or Title Company regarding escrow instructions, or owner’s affidavit and gap indemnity), provided such requests are solely in order to fulfill furtherance of its obligations under set forth in any of the Transaction DocumentsDocuments and are wholly consistent therewith, to effectuate the purposes and terms set forth in the Transaction Documents and to provide for the orderly implementation of the Transaction DocumentsClosing and, includingfollowing the Closing, if required by a landlord, of the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required respective Parties’ rights and obligations as set forth in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parentthis Agreement. (b) During Following the Interim PeriodExecution Date, the Sellers shall permit reasonable access by the Purchaser and its representatives to seek to establish personal relationships with physicians on each Party shall use its commercially reasonable efforts to satisfy (or cause Hospital’s medical staff and other Persons who have business relations with the satisfaction of)Hospital Business; provided, however, that prior to the extent within its reasonable control or influenceClosing Date, the conditions precedent Purchaser shall have no right to amend or modify any agreements applicable to the consummation Hospital Business, or make any promise to do so and the Purchaser shall indemnify and hold harmless the Sellers from any Loss incurred by the Sellers as a result of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Transaction, including using commercially reasonable efforts to cooperate with the other Parties Purchaser’s conduct in connection with the performance by the other Parties of their obligations under this Section 6.10, including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of the Parties and, in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, to the extent within the Buyer Companies’ or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will not, and shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financingregard. (c) During In order to consummate the Interim Period, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against any of the Seller Companies or the Buyer Companies, as applicable or any of their respective Representative thereof relating to the Business or Buyer Companies, as applicable, or the consummation of the transactions transaction contemplated by this Agreement the Purchaser and the Sellers agree to execute, deliver and be bound by commercially reasonable supplemental escrow instructions of Real Property Escrow Holder or other instruments as may reasonably be required by Real Property Escrow Holder subject to the respective rights of each Party to negotiate reasonable terms of such instructions and instruments. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. To the extent of any inconsistency between the provisions of such supplemental instructions and the provisions of this Agreement, the provisions of this Agreement shall control. (d) Trican Parent Before the Closing, the Sellers shall take all necessary actions necessary to cause the Seller Companies to fulfill their obligations under Sections 3.4terminate that certain Administrative and Management Services Agreement effective December 7, 3.6(d)2007, 6.1by and between Vista Hospital of South Bay, 6.9 or 6.16L.P. and Integrated Management Services, LLC.