Common use of Post-Closing Access to Information Clause in Contracts

Post-Closing Access to Information. (a) Transferor Parties and Acquiror acknowledge that subsequent to Closing each Party may need access to information or documents in the control or possession of the other Party for the purposes of concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements, and the prosecution or defense of third-party claims. Accordingly, Transferor Parties and Acquiror agree that until the later of the four (4) year anniversary of the Closing Date or the expiration of any applicable statute of limitations pertaining to Tax matters, to the extent permitted by Law, each will make reasonably available to the other’s agents, independent auditors and/or governmental agencies upon written request and at the expense of the requesting Party such documents and information as may be available for periods prior and subsequent to Closing to the extent necessary to facilitate concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements and regulations and the prosecution or defense of third-party claims. In addition, Transferor Parties shall make available to Acquiror, at Acquiror’s cost and expense, upon reasonable notice and during normal business hours, the Company’s Books and Records to the extent not transferred to Acquiror but necessary to Acquiror in the preparation of Tax Returns. (b) Upon request, each of the Parties shall cooperate with the other in good faith, at the requesting Party’s expense, in furnishing information, testimony and other assistance in connection with any actions, Proceedings, arrangements, or disputes involving any of the Parties (other than in a dispute among such parties or entities) and based upon contracts, arrangements or acts of the Company or any Party hereto which were in effect or occurred prior to the Closing. Acquiror shall cause to be provided any information or documents reasonably requested by the Company in connection with Tax or other disputes, settlements, investigations, Proceedings or other matters in respect of any period ending at or prior to the Closing. The Party requesting documents or information pursuant to this Section 7.2 shall pay all fees and expenses paid to unaffiliated third parties by the Party providing such documents or information in connection with providing such information or document. (c) As described on Schedule 2.3, all books, records and files of the Company, including electronic or email communications or files, relating to the negotiation and preparation of this Agreement or any Transfer Documents, have been distributed to Transferor. The Parties acknowledge that such books, records and files are not property of the Company and are confidential to Transferor and Transferor Parties and that Transferor Parties intend to preserve the attorney-client and work product privileges relating to such materials.

Post-Closing Access to Information. (a) Transferor Parties and Acquiror acknowledge that subsequent to Closing each Party may need access to information or documents in the control or possession of the other Party for the purposes of concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements, and the prosecution or defense of third-party claims. Accordingly, Transferor Parties and Acquiror agree that until the later of the four (4) year anniversary of Following the Closing Date or the expiration for a period of any applicable statute of limitations pertaining seven (7) years thereafter, Purchaser shall upon reasonable notice by Seller (a) afford promptly to Tax matters, Seller and its Representatives with reasonable access during normal business hours to the extent permitted by Lawbooks and records, each will make facilities, Contracts, officers, employees and agents of the Company and (b) furnish to Seller or any Subsidiary of Seller such financial and operating data and other information relating to the Company that is reasonably available to the other’s agentsCompany, independent auditors provided that, (i) such access is (A) in connection with any third party audit, investigation, dispute or litigation not involving the Company or its Subsidiaries and/or governmental agencies upon written request and at the expense of the requesting Party such documents and information as may be available for periods prior and subsequent to Closing to the extent (B) necessary to facilitate concluding comply with any applicable legal requirements or any request of a Governmental Authority and (ii) such access is with respect to any period ending on or before the Contemplated Transactions, audits, compliance with Laws Closing Date and governmental requirements for any period beginning on or prior to and regulations and ending after the prosecution or defense of third-party claims. In addition, Transferor Parties shall make available to Acquiror, at Acquiror’s cost and expense, upon reasonable notice and during normal business hours, the Company’s Books and Records to the extent not transferred to Acquiror but necessary to Acquiror in the preparation of Tax ReturnsClosing Date. (b) Upon requestFollowing the Closing, each Purchaser (or an affiliate of Purchaser) may seek to issue debt or equity securities the Parties shall cooperate with issuance of which may require the other in good faithpreparation of an offering document or registration statement (the "Offering Document"), at the requesting Party’s expense, in furnishing information, testimony and other assistance in connection with any actions, Proceedings, arrangements, or disputes involving any of the Parties (other than in a dispute among such parties or entities) and based upon contracts, arrangements or acts which Offering Document might be required to include financial statements of the Company or any Party hereto which were and its Subsidiaries prepared in effect or occurred prior accordance with Regulation S-X of the Securities Act of 1933, as amended (the "S-X Financials"). Accordingly, Seller shall furnish to the Closing. Acquiror shall cause to be provided Purchaser any information or documents reasonably available to Seller that are necessary for completion of the S-X Financials and Seller agrees, following the Closing, to execute any reasonably requested by management representation letters and certifications (it being understood that Seller shall not be required to make any untrue representations or certifications therein) to permit Purchaser's independent accountants to issue unqualified reports with respect to the Company S-X Financials to be included in the Offering Document and any amendments thereto. In addition, Seller will make available its personnel and otherwise provide support in connection with Tax or other disputes, settlements, investigations, Proceedings or other matters in respect the preparation of any period ending at or prior the Offering Document and the S-X Financials to the Closing. The Party requesting documents or information pursuant to this Section 7.2 shall pay all fees and expenses paid to unaffiliated third parties extent reasonably requested by the Party providing such documents or information Purchaser; provided that, in connection with providing any request under this Section 5.10(b) Purchaser shall reimburse any reasonable costs and expenses incurred by Seller in complying with such information or document. request. In addition, upon the request of Purchaser, Seller shall use commercially reasonable efforts to cause KPMG, LLP (cSeller's accountants) As described on Schedule 2.3to agree to be engaged by Purchaser, all booksits Affiliates and/or its independent accountants (at the cost and expense of Purchaser, records its Affiliates and/or its independent accountants) to assist in preparing and files to support the preparation of the CompanyOffering Document, including electronic the S-X Financials and the unqualified reports of Purchaser's independent accountants with respect thereto and to provide to Purchaser, its Affiliates and/or its independent accountants the work papers and other information and documents in the possession of KPMG, LLP related to the Company and its Subsidiaries (subject to execution and delivery by Purchaser of a customary hold harmless letter in favor of the Person(s) preparing such work papers). Purchaser shall indemnify and hold harmless the Seller's Indemnified Persons from and against any and all claims, liabilities or email communications Losses arising out of, based upon or files, relating to the negotiation and preparation of this Agreement or any Transfer Documents, have been distributed to Transferor. The Parties acknowledge that such books, records and files are not property of Offering Document and/or the Company and are confidential to Transferor and Transferor Parties and that Transferor Parties intend to preserve the attorneyS-client and work product privileges relating to such materialsX Financials.

Post-Closing Access to Information. (a) Transferor Parties and Acquiror The parties each acknowledge that that, subsequent to Closing the Closing, each Party may need access to information the Assets or the Facilities and to information, documents or computer data in the control or possession of the other Party for the purposes of concluding consummating the Contemplated Transactionstransactions contemplated herein and for audits, auditsinvestigations, compliance with Laws and governmental requirements, regulations and requests, and the prosecution or defense of third-third party claims. Accordingly, Transferor Parties the parties agree to make available to the other and Acquiror agree that until its agents, independent auditors and/or governmental entities such documents and information as may be available relating to the later Assets and the Facilities in respect of periods prior to Closing and will permit the other to make copies of such documents and information. In addition, following the Closing, Buyer shall reasonably cooperate with Seller Group and shall make available to Seller Group, as reasonably requested and at the expense of the four Seller Group (4but including only out-of-pocket expenses to third parties, photocopying and delivery costs and not the costs incurred by any party for the wages or other benefits paid to its officers, directors or employees) year anniversary its employees and reasonably requested information, records or documents as necessary or useful with respect to the defense or settlement of any Excluded Liability or the determination or collection of any Excluded Asset, and shall preserve all such information, records and documents (to the extent a part of the Closing Date or Assets delivered to Buyer at Closing) until the expiration of any applicable statute of limitations pertaining to Tax matters, to the extent permitted by Law, each will make reasonably available to the other’s agents, independent auditors and/or governmental agencies upon written request and at the expense of the requesting Party such documents and information as may be available for periods prior and subsequent to Closing to the extent necessary to facilitate concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements and regulations and the prosecution or defense of third-party claims. In addition, Transferor Parties shall make available to Acquiror, at Acquiror’s cost and expense, upon reasonable notice and during normal business hours, the Company’s Books and Records to the extent not transferred to Acquiror but necessary to Acquiror in the preparation of Tax Returnsextensions thereof. (b) Upon requestSeller Group shall submit all quality data required for the Facilities under the Government Programs to the CMS or its agent, each and all quality data required for the Facilities by The Joint Commission, for any calendar quarter with reporting deadlines between the date of this Agreement and the Parties Closing Date. If the reporting deadline for submitting quality data for any calendar quarter during which the Facilities were owned by Seller Group falls after the Closing Date, then Seller Group shall cooperate with Buyer in order to enable Buyer to submit such quality data required for the other Facilities for such quarter(s) under the Government Programs and as may be required by The Joint Commission in good faithaccordance with the applicable filing deadlines and in the form and manner required by CMS and The Joint Commission, at the requesting Party’s expense, in furnishing information, testimony respectively. Such cooperation by Seller Group shall include executing any necessary documents required to submit such filings and other assistance in connection with any actions, Proceedings, arrangements, or disputes involving any of the Parties (other than transmitting such quality data to Buyer in a dispute among form required by Buyer and/or allowing Buyer to access such parties or entities) and based upon contracts, arrangements or acts of the Company or any Party hereto which were quality data in effect or occurred prior to the Closing. Acquiror shall cause to be provided any information or documents reasonably requested by the Company in connection with Tax or other disputes, settlements, investigations, Proceedings or other matters in respect of any period ending at or prior to the Closing. The Party requesting documents or information pursuant to this Section 7.2 shall pay all fees and expenses paid to unaffiliated third parties by the Party providing such documents or information in connection with providing such information or documentits current form. (c) As described on Schedule 2.3, all books, records and files of the Company, including electronic or email communications or files, relating to the negotiation and preparation of this Agreement or any Transfer Documents, have been distributed to Transferor. The Parties acknowledge that such books, records and files are not property of the Company and are confidential to Transferor and Transferor Parties and that Transferor Parties intend to preserve the attorney-client and work product privileges relating to such materials.

Post-Closing Access to Information. (a) Transferor Parties and Acquiror The parties each acknowledge that that, subsequent to Closing the Closing, each Party may need access to information the Assets or the Business and to information, documents or computer data in the control or possession of the other Party for the purposes of concluding consummating the Contemplated Transactionstransactions contemplated herein and for audits, auditsinvestigations, compliance with Laws and governmental requirements, regulations and requests, and the prosecution or defense of third-third party claims. Accordingly, Transferor Parties the parties agree to make available to the other and Acquiror agree that until its agents, independent auditors and/or governmental entities such documents and information as may be available relating to the later Assets and the Business in respect of periods prior to Closing and will permit the other to make copies of such documents and information. In addition, following the Closing, the Joint Venture shall reasonably cooperate with Sellers and shall make available to Sellers, as reasonably requested and at the expense of the four Sellers party (4but including only out-of-pocket expenses to third parties, photocopying and delivery costs and not the costs incurred by any party for the wages or other benefits paid to its officers, directors or employees) year anniversary its employees and reasonably requested information, records or documents as necessary or useful with respect to the defense or settlement of any Excluded Liability or the determination or collection of any Excluded Asset, and shall preserve all such information, records and documents (to the extent a part of the Closing Date or Assets delivered to the Joint Venture at Closing) until the expiration of any applicable statute of limitations pertaining to Tax matters, to the extent permitted by Law, each will make reasonably available to the other’s agents, independent auditors and/or governmental agencies upon written request and at the expense of the requesting Party such documents and information as may be available for periods prior and subsequent to Closing to the extent necessary to facilitate concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements and regulations and the prosecution or defense of third-party claims. In addition, Transferor Parties shall make available to Acquiror, at Acquiror’s cost and expense, upon reasonable notice and during normal business hours, the Company’s Books and Records to the extent not transferred to Acquiror but necessary to Acquiror in the preparation of Tax Returnsextensions thereof. (b) Upon requestSellers shall submit all quality data required for the Facilities under the Government Programs to the CMS or its agent, each and all quality data required for the Facilities by The Joint Commission, for any calendar quarter with reporting deadlines between the date of this Agreement and the Parties Closing Date. If the reporting deadline for submitting quality data for any calendar quarter during which the Facilities were owned by Sellers falls after the Closing Date, then Sellers shall cooperate with the other Joint Venture in good faithorder to enable the Joint Venture to submit such quality data required for the Facilities for such quarter(s) under the Government Programs and as may be required by The Joint Commission in accordance with the applicable filing deadlines and in the form and manner required by CMS and The Joint Commission, at respectively. Such cooperation by Sellers shall include executing any necessary documents required to submit such filings and transmitting such quality data to the requesting Party’s expense, in furnishing information, testimony and other assistance in connection with any actions, Proceedings, arrangements, or disputes involving any of the Parties (other than Joint Venture in a dispute among such parties or entities) and based upon contracts, arrangements or acts of the Company or any Party hereto which were in effect or occurred prior to the Closing. Acquiror shall cause to be provided any information or documents reasonably requested form required by the Company Joint Venture and/or allowing the Joint Venture to access such quality data in connection with Tax or other disputes, settlements, investigations, Proceedings or other matters in respect of any period ending at or prior to the Closing. The Party requesting documents or information pursuant to this Section 7.2 shall pay all fees and expenses paid to unaffiliated third parties by the Party providing such documents or information in connection with providing such information or documentits current form. (c) As described on Schedule 2.3, all books, records and files of the Company, including electronic or email communications or files, relating to the negotiation and preparation of this Agreement or any Transfer Documents, have been distributed to Transferor. The Parties acknowledge that such books, records and files are not property of the Company and are confidential to Transferor and Transferor Parties and that Transferor Parties intend to preserve the attorney-client and work product privileges relating to such materials.