Post-Closing Cooperation Clause Samples

Post-Closing Cooperation. Seller agrees that, if reasonably requested ------------------------ by Buyer, it will cooperate with Buyer, at Buyer's expense, in enforcing the terms of any agreements between Seller and any third party involving the Business, including without limitation terms relating to confidentiality and the protection of intellectual property rights. In the event that Buyer is unable to enforce its intellectual property rights against a third party as a result of a rule or law barring enforcement of such rights by a transferee of such rights, Seller agrees to reasonably cooperate with Buyer by assigning to Buyer such rights as may be required by Buyer to enforce its intellectual property rights in its own name. If such assignment still does not permit Buyer to enforce its intellectual property rights against the third party, Seller agrees to initiate proceedings against such third party in Seller's name, provided that Buyer shall be entitled to participate in such proceedings and provided further that Buyer shall be responsible for the expenses of such proceedings.

Post-Closing Cooperation. In case at any time after the Closing Date any further action is necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its proper officers or directors to take, all such necessary, proper or advisable actions.

Post-Closing Cooperation. Subject to compliance with applicable Law, from and after the Closing Date, the Buyer Parties and ABI agree to (a) cooperate with each other, share information and supporting materials and documents relating to ownership of the Shares; provided, however, that access to any such information, supporting materials or documents shall be determined by taking into account, among other considerations, the competitive positions of the parties; provided, further, that any such access shall (i) be under the supervision of such party’s designated Representatives and (ii) be in such a manner as not to unreasonably interfere with any of the businesses or operations of such party or their respective Affiliates; provided, further, that all requests for any such access made pursuant to this Section 5.11 shall be directed to such party and its designated representatives; and (b) provide the other parties with such assistance as may reasonably be requested, at the requesting party’s expense, in connection with the preparation of any Tax return, any income Tax audit or other administrative or judicial proceeding relating to the ownership of the Shares prior to or after the Closing, requests for information from Governmental Authorities relating to the transactions contemplated by this Agreement, and matters relating to unclaimed property; provided, however, that a party shall not be obligated to make any work papers available to the requesting party unless and until such requesting party has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such party to whom such request is being made.

Post-Closing Cooperation. From and after the Closing, the Parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting Party the benefits of the transactions contemplated hereby.

Post-Closing Cooperation. Following the Closing, each party shall, on the request of any other party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by this Agreement and the transactions contemplated hereby.

Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at the Buyer’s request and without further consideration, the Seller shall execute and deliver to the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Buyer may reasonably deem necessary or desirable in order to transfer, convey and assign to the Buyer Sub, and to confirm the Buyer Sub’s title to, all of the Transferred Assets, and, to the full extent permitted by Law, to put the Buyer Sub in actual possession and operating control of the Transferred Assets and to assist the Buyer in exercising all rights with respect thereto. (b) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitution, in the name of the Seller or the Buyer Sub, but on behalf of and for the benefit of the Buyer: (i) to demand and receive from time to time any and all of the Transferred Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Assets; and (iii) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, and subject to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer Sub will afford the Seller and the Seller Stockholders and their respective counsel and accountants, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access to the books, records and other data relating to the business formerly conducted by the Seller in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attentio...

Post-Closing Cooperation. Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided...

Post-Closing Cooperation. (a) Bord▇▇, ▇▇rent and each of the Bord▇▇ ▇▇▇porations shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. (b) Bord▇▇ ▇▇▇ll be responsible for and shall pay all Taxes for the Bord▇▇ ▇▇▇porations that become due before or after the Closing Date that are properly allocable under this Section to the period prior to and including the Closing Date, except that the Bord▇▇ ▇▇▇porations and Parent, and not Bord▇▇, ▇▇all be responsible for and shall pay either to Bord▇▇ ▇▇ to the appropriate taxing authorities (a) the amounts accrued therefor in the Financial Statements (including amounts accrued with respect to the Tax Sharing Agreement notwithstanding the fact that such Tax Sharing Agreement has been terminated pursuant to Section 6.5(d) hereof) but not paid on or before the Closing -77- 85 Date, and (b) the amounts (other than income Taxes) accrued therefor but not paid on or before the Closing Date which are reflected as expenses in determining the Earnings for the period from and including January 1, 1997 through the last day of the Closing Period. In order to appropriately apportion any of these Taxes relating to a period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authorities to treat for all purposes the Closing Date as the last day of a taxable period of Holdings, and such period shall be treated as a "Short Period" and a "Pre-Closing Period" for purposes of this Agreement. In any case where applicable law does not permit Holdings to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the Taxes attributable to the operations of Holdings or its Subsidiaries for such Interim Period (as defined below) shall be (i) in the case of any transaction-based Tax (such as sales, transfer and other similar Taxes) ("Transaction-Based Taxes"), any such Tax attributable to a transaction occurring in such Interim Period; (ii) in the case of Taxes other than Transaction-Based Taxes that are not based on income or gross receipts, the total amount of suc...

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other party, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other party, after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing and to minimize any disruption to the business of the Company and its Subsidiaries that might result from the transactions contemplated by this Agreement and the Ancillary Agreements. After the Initial Closing, upon reasonable written notice, each of the Seller and the Purchaser shall furnish or cause to be furnished to the other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is reasonably necessary for financial reporting, accounting and Tax matters or other reasonable purposes. (c) Each of the Seller and the Purchaser shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party pursuant to this Section. Neither the Seller nor the Purchaser shall be required by this Section to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to the Company and its Subsidiaries shall be subject to Section ...