Common use of Post-Closing Cooperation of the Parties Clause in Contracts

Post-Closing Cooperation of the Parties. 9.1.1 From and after the Closing Date: (i) the Sellers shall use best efforts to cooperate with Providence to transfer to Providence the full control and enjoyment of the Business and Assets of the WCG Companies; (ii) Sellers shall not take any action, directly or indirectly, alone or together with others, that obstructs or impairs the smooth assumption by Providence of control of the Business and the Assets, (iii) Sellers shall promptly deliver to Providence all correspondence, papers, documents and other items and materials received by them or found to be in their possession which pertain to the Business or the Assets of the WCG Companies and (iv) Sellers shall use commercially reasonable efforts to cooperate with Providence in connection with the preparation and audit of any financial statements of the WCG Companies through the Closing Date, including, without limitation, where appropriate, the signing of such reasonable accurate management representation letters as are required in connection with such audit. At any time and from time to time after the Closing Date, Seller’s will at Providence’s request and without further consideration, and Providence, Exchangeco and Holdco will at Sellers’ request and without further consideration, as applicable, promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Providence or the Sellers, as the case may be, may reasonably request, in order to fully consummate the Transactions and fully carry out the purposes and intent of this Agreement including such documents and actions as may be required in connection with the continuation or termination of the Employee Benefit Plans, the adoption of Providence’s Employee Benefit Plans and the filing of Tax Returns of the WCG Companies for all periods ending on, before or including the Closing Date.

Post-Closing Cooperation of the Parties. 9.1.1 From and after the Closing Date: (ia) NDTC and the Sellers Shareholder shall use best efforts to cooperate with Providence Buyer to transfer to Providence Buyer the full control and enjoyment of the Business and Assets of CBH and NDTC with respect to the WCG CompaniesBusiness (including any and all information contained on databases, servers and financial systems); (iib) Sellers NDTC and the Shareholder shall not take any action, directly or indirectly, alone or together with others, that obstructs or impairs the smooth assumption by Providence Buyer of control of the Business and the Assets, (iiic) Sellers NDTC and the Shareholder shall promptly deliver to Providence Buyer all correspondence, papers, email messages (including those on NDTC’s computers and servers relating to the Business) documents and other items and materials received by them or found to be in their possession which pertain to the Business or the Assets of the WCG Companies CBH and (ivd) Sellers NDTC and the Shareholder shall use commercially reasonable best efforts to cooperate with Providence Buyer in connection with (a) the preparation and audit of any financial statements of the WCG Companies through the Closing DateCBH, including, without limitationlimitations, where appropriate, the signing of providing such reasonable accurate management representation letters as are required in connection with such auditaudit and (b) the transition of all information systems (and NDTC and Shareholder shall direct its information technology staff to so cooperate). At any time and from time to time after the Closing Date, Seller’s will at ProvidenceBuyer’s request and without further consideration, NDTC and Providence, Exchangeco and Holdco will at Sellers’ request and without further considerationthe Shareholder, as applicable, shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Providence or the Sellers, as the case may be, Buyer may reasonably request, in order to fully consummate the Transactions transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement including without limitation such documents and actions as may be required in connection with the continuation or termination of the Employee Benefit Plans, the adoption of Providencethe Buyer’s Employee Benefit Plans and the filing of Tax Returns of the WCG Companies CBH for all periods ending on, before or including the Closing Date. Notwithstanding the foregoing, NDTC and the Shareholder shall promptly deliver to Buyer all correspondence, papers, email messages (including those on NDTC’s computers and servers relating to the Business) documents and other items and materials used by them or received by them or found to be in their possession which pertain to or were used in obtaining the JCAHO accreditation (initially or any subsequent re-survey) of NDTC.

Post-Closing Cooperation of the Parties. 9.1.1 From and after the Closing Date: (ia) the Sellers Seller shall use best efforts to cooperate with Providence Buyer to transfer to Providence Buyer the full control and enjoyment of the Business and Assets of each of the WCG CompaniesCompany; (iib) Sellers Seller shall not take any action, directly or indirectly, alone or together with others, that obstructs or impairs the smooth assumption by Providence Buyer of control of the Business and the Assets, (iiic) Sellers Seller shall promptly deliver to Providence Buyer all correspondence, papers, documents and other items and materials received by them or found to be in their possession which pertain to the Business or the Assets of the WCG Companies Company and (ivd) Sellers Seller shall use commercially reasonable best efforts to cooperate with Providence Buyer in connection with the preparation and audit of any financial statements of the WCG Companies through the Closing DateCompany, including, without limitationlimitations, where appropriate, the signing of such reasonable reasonably accurate management representation letters as are required in connection with such audit. At any time and from time to time after the Closing Date, Seller’s will at ProvidenceBuyer’s request and without further consideration, and Providence, Exchangeco and Holdco will at Sellers’ request and without further considerationSeller, as applicable, shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Providence or the Sellers, as the case may be, Buyer may reasonably request, in order to fully consummate the Transactions transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement including without limitation such documents and actions as may be required in connection with the continuation or termination of the Company’s Employee Benefit Plans, the adoption of Providencethe Buyer’s Employee Benefit Plans and the filing of Tax Returns of the WCG Companies Company for all periods ending on, before or including the Closing Date.

Post-Closing Cooperation of the Parties. 9.1.1 From and after the Closing Date: (ia) the Sellers Seller shall use best commercially reasonable efforts to cooperate with Providence Buyer to transfer to Providence Buyer the full control and enjoyment of the Business and Assets of each of the WCG AlphaCare Companies; (iib) Sellers Seller shall not take any action, directly or indirectly, alone or together with others, that obstructs or impairs the smooth assumption by Providence Buyer of control of the Business and the Assets, (iiic) Sellers Seller shall promptly deliver to Providence Buyer all correspondence, papers, documents and other items and materials received by them or found to be in their possession which pertain to the Business or the Assets of each of the WCG AlphaCare Companies and (ivd) Sellers Seller shall use commercially reasonable best efforts to cooperate with Providence Buyer in connection with the preparation and audit of any financial statements of each of the WCG Companies through the Closing DateAlphaCare Companies, including, without limitationlimitations, where appropriate, the signing of such reasonable accurate management representation letters as are required in connection with such audit. At any time and from time to time after the Closing Date, Seller’s will at ProvidenceBuyer’s request and without further consideration, and Providence, Exchangeco and Holdco will at Sellers’ request and without further considerationSeller, as applicable, shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Providence or the Sellers, as the case may be, Buyer may reasonably request, in order to fully consummate the Transactions transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement including without limitation such documents and actions as may be required in connection with the continuation or termination of the Employee Benefit Plans, the adoption of Providencethe Buyer’s Employee Benefit Plans and the filing of Tax Returns of each of the WCG AlphaCare Companies for all periods ending on, before or including the Closing Date. Buyer shall reimburse Seller for all reasonable and actual out-of-pocket expenses incurred in complying with this Section 9.1.1; provided however such reimbursement obligation shall not apply to the first $5,000 of such expenses and shall be capped at $10,000.