Common use of Post-Closing Cooperation Clause in Contracts

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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.

Post-Closing Cooperation. Each Party Subject to this Agreement agrees that on compliance with contractual obligations and after applicable Law, following the Closing, it will execute any each party shall afford to the other party and all necessary documents, and take any and all necessary actions, the other party’s Representatives during normal business hours in a manner so as to effect not unreasonably disrupt or interfere with the purposes and terms conduct of this Agreement or any other reasonable request. Specifically, the Parties shall business (a) reasonably cooperate with each other in the defense of any litigationreasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence as applicable) and other documentation) in a timely manner as reasonably requested by a Party information relating to this Agreement; the MRT Program within the possession or control of such party and (b) reasonably cooperate with each other on all matters reasonable access to the personnel of such party related to the preparation MRT Program, in each case in connection with its financial reporting and submission of accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims to for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Medicare Ancillary Agreements and Medicaid programs and all other third party payers for services provided to beneficiaries; proper business purposes (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 including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the Transactionpresentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) promptly deliver the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person 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 auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the appropriate Party all correspondence or other written materials received MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by a Party after Closing pertaining to that Party; the Seller related thereto and (iii) provide any documents necessary Shire shall only be required to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations retain such e-mails for [**] 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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16their respective delivery dates.

Post-Closing Cooperation. Each Party to this Agreement agrees that on From and after the Closing, it will execute any and all necessary documentsfor a period of seven (7) years following the Closing, upon reasonable advance written notice, Purchaser shall, and take shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any other Hub Group Company) and all necessary actionstheir respective authorized representatives with reasonable access, during normal business hours, to effect the purposes relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and terms representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any other reasonable request. Specificallysuch books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the Parties shall (a) reasonably cooperate with each other in preparation or filing of any Tax return or the defense of any litigation, investigation, Tax claim or proceeding related to Sellers including the provision of witnesses and records (including contractsassessment, memoranda, charge data, invoices, correspondence and other documentation) or otherwise in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate connection 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 legitimate matter relating to or affected by 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 operations of the Healthcare Facilities by Purchaser Company 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 its Subsidiary on or prior to the Closing Date, Sellers shallexcept for any such matter related to any Action by Seller or its representatives against, at Sellers’ sole costor that is or could reasonably be expected to become adverse in any material respect to, provide Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such Purchaser access shall not unreasonably interfere with legal defense to such claims and indemnify Purchasers in accordance with Article 16; the business or operations of the Company or its Subsidiary and (ii) if neither the Company nor its Subsidiary shall be obligated to provide any Seller is named as access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a defendant waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any malpractice claim stemming from care provided at the Hospitals on of its books and records, or after any portions thereof, relating to periods prior to the Closing Date, Purchasers shall, and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at Purchasers’ sole cost, provide least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with legal defense assisting Seller or its Affiliates pursuant to such claims and indemnify Purchasers in accordance with Article 16this Section 6.3.

Post-Closing Cooperation. Each Party Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement agrees that on and after Closing, it will execute any the Ancillary Agreements and all necessary documents, and take any and all necessary actions, to effect the other proper business 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 determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the Transaction; presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; auditors 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 independent accountants of the Healthcare Facilities by Purchaser and to otherwise further the terms Seller or any of its Affiliates or of the Transaction set forth in this Agreement Buyer or any of its Affiliates to make any work papers available to any Person unless and any Exhibits hereto. With respect to clause (a), above, until such Person has signed a customary confidentiality 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 hold harmless agreement relating to such claims access to work papers in form 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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense substance reasonably acceptable to such claims and indemnify Purchasers in accordance with Article 16auditors or independent accountants.

Post-Closing Cooperation. Each Party to this Agreement agrees that on Sellers 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 Buyers shall (a) reasonably cooperate with each other in the defense of any litigationother, investigationand shall cause their Affiliates and their respective officers, claim or proceeding related employees and agents 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 other, for a period 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 90 days after the Closing Date in accordance with to ensure the provisions orderly transition of Section 5.13; each SpringCastle Company from Sellers to Buyers and (d) abide by to minimize 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 disruption to the Transaction; (ii) promptly deliver to SpringCastle Companies and the appropriate Party all correspondence or other written materials received respective businesses of Sellers and Buyers that might result from the transactions contemplated by a Party after Closing pertaining to that Party; this Agreement. Upon request 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 at the legal operation direction of the Healthcare Facilities by Purchaser and to otherwise further the terms NRZ Buyers, on behalf of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a)each SpringCastle Company, above, and without limiting any other provision for a period 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 at the Hospitals on or 90 days after the Closing Date, Purchasers shalleach Seller shall provide to the SpringCastle Companies administrative services in type, at Purchasers’ sole cost, provide nature and scope consistent with the administrative services provided by such Seller with legal defense (in its capacity as managing member of any SpringCastle Company) to the SpringCastle Companies prior to the date hereof; provided, that NRZ Buyers, in their respective capacities as the applicable managing members of each SpringCastle Company at and following the Closing, shall make all decisions and exercise management control of each SpringCastle Company, and no assistance provided by Sellers or its Affiliates pursuant to this Section 11(d) shall constitute any control by such Seller or its Affiliates. After the Closing Date, upon reasonable written notice, each Seller and Buyer shall furnish or cause to be furnished to each other and their Affiliates and their respective officers, employees and agents access, during normal business hours, to such claims information and indemnify Purchasers assistance relating to the SpringCastle Companies (to the extent within the control of such Party) as is reasonably necessary for financial reporting and accounting purposes. Buyers shall reimburse Sellers for reasonable and documented out-of-pocket costs and expenses incurred in accordance connection with Article 16Sellers’ provision of administrative services to the SpringCastle Companies pursuant to this Section 11(d) to the same extent that the SpringCastle Companies were obligated, pursuant to their applicable LLC Agreement, to reimburse Sellers (in their respective capacities as managing members of the applicable SpringCastle Companies prior to the date hereof) for expenses incurred in connection with the provision of such administrative services prior to the date hereof. Sellers shall reimburse Buyers for reasonable and documented out-of-pocket costs and expenses incurred in assisting Sellers pursuant to this Section 11(d). No Party shall be required by this Section 11(d) to take any action that would unreasonably interfere with the conduct of the business of such Party or its Affiliates or unreasonably disrupt the normal operations of such Party or its Affiliates. For the avoidance of doubt, any information relating to any SpringCastle Company received by any Seller pursuant to this Section 11(d) shall be subject to Section 3.9 (Confidentiality) of each LLC Agreement as if such Seller remained a party to such LLC Agreement.

Post-Closing Cooperation. Each Party to this Agreement agrees that on DuPont and after Closing, it will execute any and all necessary documentsBuyer shall cooperate ------------------------ with each other, and take any shall cause their respective Subsidiaries and all necessary actions, Representatives to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other, for a period of 180 days after the Closing, to ensure the orderly transition of each Transferred Business Company and all Transferred Assets and Assumed Liabilities from DuPont to Buyer (including the transition of any information technology systems) and to minimize any disruption to their respective businesses that might result from the transactions contemplated hereby. Notwithstanding the forgoing, at any time after the Closing, upon reasonable written notice, DuPont and Buyer shall furnish or cause to be furnished to the other in party and its employees, counsel, auditors and Representatives reasonable access, during normal business hours, to such Information and assistance relating to the Transferred Business Companies, Transferred Assets and Assumed Liabilities as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns or the defense of any litigation, investigation, claim Tax Audit or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and any other documentation) in a timely manner as reasonably requested by a Party to this Agreementrequirement under any applicable Law or regulation; (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 that the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees Article VI shall -------- govern with respect 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 all Tax-related matters to the Transactionextent any provision in Article VI is in conflict with this Section 5.9; (ii) promptly deliver provided, further, that -------- ------- notwithstanding anything 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 contrary 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 neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any malpractice claim stemming from care provided at a Hospital prior information to the Closing Dateother or its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of the Retained Subsidiaries, Sellers shallon the one hand, at Sellers’ sole costor Buyer or any its Subsidiaries, on the other hand, is a party or to which it is subject or which it believes in good faith presents a significant risk of, based on an opinion of counsel (which can be inside counsel), resulting in a loss of the ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking -------- to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. DuPont shall not be required to provide any such Purchaser information as and to the extent it relates to the Retained Business, the Excluded Assets or the Retained Liabilities. Neither party shall be required by this Section 5.9 to take any action that would unreasonably interfere with legal defense to such claims and indemnify Purchasers the conduct of its business or unreasonably disrupt its normal operations (or, in accordance with Article 16; and (ii) if the case of Buyer, the business or operations of any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16Transferred Business Company).

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 As from the purposes and terms of this Agreement or any other reasonable request. SpecificallyClosing Date, the Parties shall (a) reasonably cooperate use their best efforts to take, or cause to be taken, all such further actions and to do, or cause to be done, all such additional things necessary, proper or advisable consistent with each other all applicable Laws to ensure that any sums due to the Companies by any customer and collected by any member of the Seller's Group are remitted to the Companies in question without delay. As from the Closing Date, any sums due to the Companies except as otherwise specifically provided in the defense Transition Services Agreement which shall govern the remittance of such sums and collected by any litigationsuch other member of the Seller's Group shall be remitted to the Purchaser within five (5) days and shall bear interest payable to the Companies and computed at a rate of one month EURIBOR, investigationplus twenty-five percent 25% per annum but in no event more than the maximum interest rate permitted under French Law as from their date of collection by any such other member of the Seller's Group through their date of remittence to the Companies. In connection therewith, claim the Purchaser and the Purchaser's Accountants shall at all time have reasonable access to the accounting and other records, and to the personnel employed by or proceeding related others working on behalf of the Seller's Group and to Sellers including the work papers of the accountants thereof in order to audit and verify that any and all amounts due to the Companies and collected by any other member of the Seller's Group are remitted to the Companies in compliance with the provisions of this Section. In addition, the Seller shall upon Closing cause all customers to be informed that all payments due to the Companies should be remitted directly to the relevant Companies as from the Closing Date. The Seller shall also use its best efforts to ensure that all outstanding contracts which have been entered into by the Seller with third parties for 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 services or products to the preparation and submission of claims Companies shall be transferred to the Medicare and Medicaid programs and other third party payers relevant Companies prior to the Closing Date at no additional cost or charge 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 Companies. Should such transactions not be completely carried out prior or on the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privilegespreceding sentence, the Seller shall use its best efforts to obtain such transfers within a reasonable time thereafter. Each Party also agrees In addition, if at the Closing Date the Seller has not been able 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 Purchaser the share in SMBI currently held by a Party after M. Cxxxxxx Xxxre, then, as from the Closing pertaining Date until effective delivery of such share to that Party; and (iii) provide any documents necessary Purchaser, the Seller shall use its best efforts to obtain or maintain licensesthe transfer of such share to the Purchaser, franchisesat no cost for the latter, permitsas soon as possible after the Closing Date. Without prejudice to any right of the Purchaser hereunder and in particular without affecting in any way the representations and warranties of the Seller pursuant to Article IV concerning the June 30, certificates2000 Financial Statements which will based on such June 30, certificates of need, accreditations, contracts, consents2000 Financial Statements as they appear in Schedule 4.5(a), 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 purpose of its own information only, the Seller shall be allowed to conduct a limited audit and to complete and finalize the financial statements of the Healthcare Facilities by Companies for the period ended on June 30, 2000 at no cost or expense for the Purchaser and/or the Companies; for such purpose, the Seller and the Seller's Accountants shall have reasonable access to otherwise further the terms related Companies' working papers and, subject to prior written consent of the Transaction set forth Purchaser, which consent shall not be unreasonably withheld, and under circumstances reasonable in this Agreement the Purchaser's judgment, to the personnel of the Companies to the extent related to the matters concerned. The Seller shall cause Aries Industries Araba Dis Techizat Uretimi Sanayi ve Ticaret A.S. (AIT) to cooperate with CAE after the Closing to define and any Exhibits hereto. With respect to clause enter into a written agreement in accordance with Schedules 4.4 (a), above, and without limiting any other provision of this Agreement, 4.6 (i) if Purchaser is named and 4.10 (a)(i) as a defendant in any malpractice claim stemming from care provided at a Hospital soon as possible subject to Purchaser's prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide written approval of 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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16agreement.

Post-Closing Cooperation. (a) Each Party to this Agreement agrees that on of the Sellers and after Closing, it will execute any and all necessary documentsthe Purchaser shall cooperate, and take any cause their respective Affiliates (including the New Securities Company and all necessary actions, the Group Companies) to cooperate with one another and use good faith and commercially reasonable efforts in order to effect the purposes efficient and terms smooth transition of this Agreement business and operation after the Closing (including the cooperation in requisite post-Closing filings, coordination on the separation of shared systems, obtaining any required third party consents and granting access to information or respective personnel as necessary for each of the Parties or their Affiliates to conduct their business) and not take any action to discourage the clients of NCS and NCL served by the Related Personnel to become clients of the New Securities Company. The Sellers (on the one hand) and the Purchaser (on the other) will each bear their own out of pocket and other costs (A) of obtaining any Required Consents or Notices (B) under contracts providing goods or services to such Person or its Affiliates after the Closing and (C) for establishing necessary firewalling required by it after the Closing. For the avoidance of doubt, NCS will bear the expenses of the NCS Demerger and NCL will bear the expenses of the NCL Demerger, including the costs and expenses of obtaining third party consents to the Demergers. Without limiting the foregoing, each of the Sellers and the Purchaser shall, upon reasonable request. Specifically, provide the other with access to all records, information, documents and personnel of or relating to the Sellers, the Parties shall (a) reasonably cooperate with each other New Securities Company or the Group Companies 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 possession of the Closing Date other that may be necessary or desirable in accordance connection with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each the preparation of financial statements or other Party in writing of any claim or threatened claim against a Party or its presentreports, 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 preparation of Tax filings (including claims for adjustment or other written materials received by a Party after Closing pertaining to that Party; refunds) and payment of Taxes, (iii) provide any documents necessary to obtain or maintain licensesactions, franchisessuits, permits, certificates, certificates of need, accreditations, contracts, consents, proceedings 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 Agreementinvestigations, (iiv) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Dateregulatory filings, Sellers shallinvestigations or inquiries, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and or (iiv) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16other reasonable purposes.

Post-Closing Cooperation. Each Party to this Agreement agrees that on DuPont and Buyer shall, and shall cause their Representatives to, for a period of one (1) year after the 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 and otherwise use reasonable commercial efforts to ensure the orderly transition of the DTI Business from the Sellers to Buyer and the Buyer Subs (including the transition of any information technology systems) and to minimize any disruption to their respective businesses that might result from the transactions contemplated hereby. Notwithstanding the foregoing, at any time after the Closing, upon reasonable written notice, DuPont and Buyer shall comply with their respective obligations under Section 5.17 and shall furnish or cause to be furnished to the other party and its employees, counsel, auditors and Representatives access, during normal business hours, to such information and such other assistance relating to the DTI Business as is reasonably necessary for financial reporting and accounting matters or any other requirement under applicable Law; PROVIDED, that the provisions of Article VI shall govern with respect to all Tax-related matters; PROVIDED, FURTHER, that notwithstanding anything to the contrary in this Agreement, neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any information or provide such assistance to the other or its authorized Representatives if (i) such party believes in good faith (after consultation with counsel, which may be in-house counsel) that doing so is reasonably likely to violate any Contract or Law to which such party is a party or to which it is subject or cause a Privilege which such party or its Subsidiaries would be entitled to assert to be undermined with respect to such Information and such undermining of Privilege could in such party's good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party's position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if DuPont or any of the Retained Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information or assistance is reasonably pertinent thereto; PROVIDED, that in the defense cases of clause (i) above, the parties hereto shall cooperate in seeking a way to allow disclosure of such information to the extent doing so would not (in the good faith belief of the disclosing party (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any litigationsuch Contract or Law or reasonably be likely to cause such Privilege to be undermined with respect to such information; PROVIDED, investigationFURTHER, claim that such disclosing party shall (A) notify the other party that such disclosures are reasonably likely to violate such party's or proceeding related its Subsidiaries' obligations under any such Contract or Law or are reasonably likely to Sellers cause such Privilege to be undermined, (B) communicate to the other party in reasonable detail (1) the facts giving rise to such notification and (2) the subject matter of such information (to the extent it is able to do so in accordance with the foregoing proviso) and (C) in the case of clause (i) above with respect to disclosures that would reasonably be 155 likely to result in the violation of any Contract, use reasonable commercial efforts to seek a consent from the applicable third party to any such Contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such Contract). DuPont and Buyer shall also cooperate with each other following the Closing in order to allow each other to comply with the covenants set forth in Section 5.16, including the provision of witnesses and records relevant information regarding service or accrued benefits of the DTI Transferred Employees. Neither party shall be required by this Section 5.14 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (including contractsincluding, 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 case of Medicare and Medicaid cost reports for all cost reporting years which are open as Buyer, the business or operations 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 (aDTI Business), 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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.

Post-Closing Cooperation. Each Party to this Agreement agrees that on DuPont 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 Buyer shall (a) reasonably cooperate with each other, and shall cause their respective Subsidiaries and Representatives to cooperate with each other, for a period of 180 days after the Closing, to ensure the orderly transition of each Transferred Business Company and all Transferred Assets and Assumed Liabilities from DuPont to Buyer (including the transition of any information technology systems) and to minimize any disruption to their respective businesses that might result from the transactions contemplated hereby. Notwithstanding the forgoing, at any time after the Closing, upon reasonable written notice, DuPont and Buyer shall furnish or cause to be furnished to the other in party and its employees, counsel, auditors and Representatives reasonable access, during normal business hours, to such Information and assistance relating to the Transferred Business Companies, Transferred Assets and Assumed Liabilities as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns or the defense of any litigation, investigation, claim Tax Audit or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and any other documentation) in a timely manner as reasonably requested by a Party to this Agreementrequirement under any applicable Law or regulation; (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 PROVIDED that the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees Article VI shall govern with respect 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 all Tax-related matters to the Transactionextent any provision in Article VI is in conflict with this Section 5.9; (ii) promptly deliver PROVIDED, FURTHER, that notwithstanding anything 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 contrary 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 neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any malpractice claim stemming from care provided at a Hospital prior information to the Closing Dateother or its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of the Retained Subsidiaries, Sellers shallon the one hand, at Sellers’ sole costor Buyer or any its Subsidiaries, on the other hand, is a party or to which it is subject or which it believes in good faith presents a significant risk of, based on an opinion of counsel (which can be inside counsel), resulting in a loss of the ability to successfully assert a claim of Privilege; PROVIDED that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. DuPont shall not be required to provide any such Purchaser information as and to the extent it relates to the Retained Business, the Excluded Assets or the Retained Liabilities. Neither party shall be required by this Section 5.9 to take any action that would unreasonably interfere with legal defense to such claims and indemnify Purchasers the conduct of its business or unreasonably disrupt its normal operations (or, in accordance with Article 16; and (ii) if the case of Buyer, the business or operations of any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16Transferred Business Company).

Post-Closing Cooperation. Each Party to this Agreement agrees that on and after After the Closing, it will execute any upon reasonable written notice, Purchaser and all Seller shall, in a prompt and timely manner, furnish or cause to be furnished to the other party and its employees, counsel, auditors and representatives access during normal business hours to such information and assistance, including but not limited to the assistance of transferred personnel and Additional Acquired Assets, relating to the Acquired Companies as is reasonably necessary documentsfor governmental filings, financial reporting and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specificallyaccounting matters, the Parties shall (a) reasonably cooperate with each other in preparation and filing of any Tax Returns, reports or forms or the defense of any litigation, investigationTax audit, claim or proceeding related assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to Sellers including this Section 5.12. Neither party shall be required by this Section 5.12 to take any action that would unreasonably interfere with the provision conduct of witnesses its business or unreasonably disrupt its normal operations. Following the Closing, Purchaser shall permit Seller and records (including contractsits representatives to have reasonable access during regular business hours and upon reasonable advance notice, memorandato the relevant books, charge datarecords, invoicesinformation and employees of the Acquired Companies in connection with Seller's defense of the litigation matters listed on Section 8.3(b) of the Seller Disclosure Letter, correspondence and the pursuit of the litigation matters listed on Section 1.1(h) of the Seller Disclosure Letter as well as any other documentation) in litigation relating to the Acquired Companies to which a timely manner as reasonably requested by member of the Seller Group is a Party party or for which the Seller provides indemnity pursuant to this Agreement; (b) reasonably cooperate with each other on all matters related to . Seller and its Affiliates shall have the preparation sole right, at their sole cost and submission of claims to the Medicare expense to, 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 shall (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 defend the Transaction; (iilitigation matters listed on Section 8.3(b) 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; Seller Disclosure Letter and (ii) if pursue the litigation matters listed on Section 1.1(h) of the Seller Disclosure Letter. Seller shall not settle or compromise any Seller is named on, or consent to the entry of any judgment, without the prior written consent of the Surviving Corporation (which consent shall not be unreasonably withheld or delayed) provided, that the Surviving Corporation shall not be required to consent to any settlement or consent to the entry of any judgment which (i) does not include as a defendant term thereof the delivery by the claimant or plaintiff to the Surviving Corporation of a duly executed written unconditional release of the Surviving Corporation from all Liability in any malpractice claim stemming from care provided at respect of such litigation or (ii) involves the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16imposition of equitable remedies.

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) Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from Seller to Purchaser and to minimize any disruption to the Business and the other respective businesses of Seller and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Purchaser, Parent and Seller shall furnish or cause to be furnished to each other and the employees, counsel, auditors and representatives of Parent, Seller and Purchaser access, during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters and as is necessary or desirable in connection with the defense or settlement of the PWP Case by Seller, Xxxx Corporation or Parent or its designee. (b) After the Closing, upon reasonable written notice, Purchaser, Parent and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the defense conduct of any litigation, investigation, claim audit or other proceeding related relating to Sellers including Taxes involving the provision of witnesses Business. Purchaser shall retain the books 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 Seller included in the preparation Acquired Assets for a period of ten years after the Closing. After the end of such ten-year period, before disposing of such books or records, Purchaser shall give notice to such effect to Seller 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 Parent and to otherwise further the terms of the Transaction set forth in this Agreement give Seller 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 shallParent, at Sellers’ sole costSeller’s or Parent’s cost and expense, provide an opportunity to remove and retain all or any part of such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any books or records as Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16Parent may select.

Post-Closing Cooperation. Each Party In case at any time after the Closing any further action is necessary or desirable 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 carry out 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, each Seller (ion its own behalf and on behalf of each Purchased Subsidiary), on the one hand, and Purchaser, on the other hand, will take such further action (including the execution and delivery of such further instruments and documents) as the other party may reasonably request, all at the sole cost and expense of the requesting party. Without limiting the foregoing, if required in order for Sellers to fully pursue any Action included in the Excluded Assets that relates to rights under Assumed Contracts, or if pursuit of that Action requires information pertaining to Assumed Contracts, Purchaser is named will take such actions as may be necessary and reasonably practicable in order to facilitate Sellers’ dispute resolution strategy and the implementation thereof (including, as appropriate, limited assignments of Contract rights, third-party beneficiary status, and/or joining in Sellers’ Actions as a defendant nominal party for that sole purpose), and Purchaser will otherwise reasonably cooperate with Sellers to provide information or other assistance in support of Sellers’ Actions; provided that Purchaser will not be required to incur expenses or liabilities, and Purchaser’s compliance herewith will be reasonably tailored in order that Purchaser’s obligations will not be unreasonably burdensome on employees or representatives of Purchaser and will not be in breach of Assumed Contracts as result of its compliance with this Section 13.11. In addition, without limiting the foregoing, if required in order for Purchaser to fully pursue any malpractice claim stemming from care provided at a Hospital prior Action that relates to the Closing Daterights under any agreements or assets or rights held by Sellers, or if pursuit of an Action requires information pertaining to such agreements, assets or rights, Sellers shallwill take such actions as may be necessary and reasonably practicable in order to facilitate Purchaser’s dispute resolution strategy and the implementation thereof (including, at as appropriate, limited assignments of contract rights, third-party beneficiary status, and/or joining in Purchaser’s Actions as a nominal party for that sole purpose), and Sellers will otherwise reasonably cooperate with Purchaser to provide information or other assistance in support of Purchaser’s Actions; provided that Sellers will not be required to incur expenses or liabilities, and Sellers’ sole costcompliance herewith will be reasonably tailored in order that Sellers’ obligations will not be unreasonably burdensome on employees or representatives of Sellers and will not be in breach of the applicable contracts, provide such Purchaser rights or agreements as result of its compliance 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 at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16this Section.