Common use of Reasonable Best Efforts; Cooperation Clause in Contracts

Reasonable Best Efforts; Cooperation. (a) Subject to and without limitation of Section 5.2, from and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VII, each of the parties hereto shall use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions as promptly as practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI. The parties hereto shall not willfully take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the consummation of the Transactions. (b) Without limiting the generality of the foregoing, the IASIS Parties, on the one hand, and the MPT Parties, on the other hand, shall each use reasonable best efforts to (i) furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing, (ii) cooperate with each other in connection with any filing or submission or obtaining any Consent and in connection with any investigation or other inquiry, including any proceeding initiated by a Governmental Body or a private party, (iii) keep the other party reasonably informed of any communication received or given in connection with any proceeding by a Governmental Body or a private party, in each case, regarding the Transactions and (iv) permit the other party to review any communication given by it, and consult with each other in advance of any meeting, in connection with any proceeding by a Governmental Body or a private party, with any other Person and, to the extent permitted by such other Person, give the other party the opportunity to attend and participate in such meetings and conferences.

Reasonable Best Efforts; Cooperation. (a) Subject to and without limitation of Section 5.2, from From and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIIVIII, each of the parties hereto shall, and the Company shall cause each of the Subsidiaries to, use its respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions transactions contemplated by this Agreement as promptly as practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI. The parties hereto shall not willfully take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the consummation of the TransactionsVII. (b) Without limiting the generality of the foregoing, and subject to Section 6.03, 6.04 and 6.05(c), the IASIS PartiesCompany, on the one hand, and the MPT PartiesPurchaser and Merger Sub, on the other hand, shall each use reasonable best efforts to (i) furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing, (ii) cooperate in all respects with each other in connection with any filing or submission or obtaining any Consent and in connection with any investigation or other inquiry, including any proceeding initiated by a Governmental Body Authority or a private party, (iii) keep the other party reasonably informed of any communication received or given in connection with any proceeding by a Governmental Body Authority or a private party, in each case, regarding the Transactions transactions contemplated hereby and (iv) permit the other party to review any communication given by it, and consult with each other in advance of any meeting, in connection with any proceeding by a Governmental Body Authority or a private party, with any other Person and, to the extent permitted by such other Person, give the other party the opportunity to attend and participate in such meetings and conferences.

Reasonable Best Efforts; Cooperation. (ai) Subject to and without limitation of Section 5.2, from From and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIIVIII, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws advisable, and in compliance with all Laws, to consummate and make effective the Transactions transactions contemplated by this Agreement as promptly as practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI. The parties hereto shall not willfully take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the consummation of the TransactionsVII. (bii) Without limiting the generality of the foregoing, and subject to Sections 6.03, 6.04 and 6.05(c), the IASIS PartiesCompany and its Subsidiaries, on the one hand, and the MPT PartiesPurchaser and Merger Sub, on the other hand, shall each use reasonable best efforts to (i) furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing, (ii) cooperate in all respects with each other in connection with any filing or submission or obtaining any Consent and in connection with any investigation or other inquiry, including any proceeding initiated by a Governmental Body Authority or a private party, (iii) keep the other party reasonably informed of any communication received or given in connection with any proceeding by a Governmental Body Authority or a private party, in each case, regarding the Transactions transactions contemplated hereby and (iv) permit the other party to review any substantive communication given by it, and consult with each other a reasonable amount of time in advance of any meeting, in connection with any proceeding by a Governmental Body Authority or a private party, with any other Person and, to the extent permitted by Law and such other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (iii) From and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Company agrees to, and shall cause its Subsidiaries and their respective Representatives, on a commercially reasonable efforts basis to provide, in each case at Purchaser’s sole cost and expense, such assistance as is reasonably requested by Purchaser in connection with any arrangement, marketing, syndication and consummation of any financing that may be arranged by Purchaser to the extent deemed necessary or advisable by Purchaser to fund any portion of the Aggregate Purchase Price (“Financings”), including, commercially reasonable efforts to: (1) provide information with respect to the property and assets of the Company and its Subsidiaries, and provide reasonable assistance with the preparation by Purchaser or its Representatives of customary materials for offering prospectuses, private placement memoranda, bank information memoranda, offering memoranda, marketing materials, rating agency presentations and similar documents, in each case to the extent required in connection with the Financings; provided, that, Purchaser shall be solely responsible for the preparation of any such customary materials required in connection with any Financing; (2) with respect to the property and assets of the Company and its Subsidiaries, providing reasonable assistance to Purchaser in connection with the preparation of (A) any pro forma financial information to be included in any marketing materials to be used in the Financings and (B) any relevant section of any offering documents to the extent necessary in connection with any offering documents in respect of the Financing; (3) at least five (5) Business Days prior to the Closing Date, upon Purchaser’s prior written request at least ten (10) Business Days prior to the Closing Date, providing all documentation and other information which any investor, lender or other financial institution providing or arranging the Financings has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT); (4) upon the reasonable request from Purchaser to the Company at any time prior to Closing, permitting any prospective arrangers, underwriters, initial purchasers, placement agents or other entities that have committed to provide, arrange, underwrite or place any Financing to conduct customary due diligence with respect to the property and assets of the Company and its Subsidiaries (and provide all relevant information or documentation that is available to the Company or its Subsidiaries and is reasonably requested in writing in connection with such diligence promptly after such request, including obtaining or assisting Purchaser in obtaining required consents of third parties in connection therewith (excluding any information or documentation subject to privilege or a confidentiality undertaking with an unrelated third party)); and (5) reasonably assisting Purchaser in preparation of the property exhibit documentation necessary to pledge and mortgage the property and assets of the Company and its Subsidiaries that will be collateral under the Financing at Closing provided, that, (a) no security interest shall be effective until Closing and (b) no liability shall be imposed on the Company, its Subsidiaries or any their respective Representatives. (iv) Notwithstanding anything to the contrary contained in Section 6.02(c), nothing in Section 6.02(c) shall require any such cooperation to the extent that it would (i) require the Company or its Subsidiaries or any of their respective Representatives, as applicable, to agree to pay any commitment or other fees or reimburse any expenses, or incur any liability or give any indemnities or otherwise commit to take any similar action, in each case, prior to the Closing, (ii) require the Company or its Subsidiaries or any of their respective Representatives to provide any information that is not reasonably available to the Company, its Subsidiaries or their respective Representative, or (iii) require the Company or its Subsidiaries or any of their respective Representatives to take any action that will conflict with or violate such Persons’ Organizational Documents, as applicable, or any applicable Laws or result in a violation or breach of, or default under, any Contract with a non-Affiliate to which such Person, as applicable, is a party, or result in any officer or director of any such Person incurring any personal liability with respect to any matters relating to the Financings. Purchaser shall, promptly upon request by the Company, reimburse the Company and its Subsidiaries and each of their respective Representatives for all reasonable and documented out-of-pocket costs incurred by such Persons in connection with the cooperation contemplated by Section 6.02(c) (including reasonable attorney’s fees); and shall indemnify and hold harmless the Company or its Subsidiaries and each of their respective Representatives from and against any and all liabilities suffered or incurred by such Persons arising from the cooperation provided by such Persons pursuant to Section 6.02(c) (other than to the extent such liabilities arise from the Fraud, willful or intentional misconduct or gross negligence of the Company or its Subsidiaries or any of their respective Representatives as determined in a final, non-appealable judgment of a court of competent jurisdiction) and any information utilized in connection therewith; provided, that, Purchaser shall not be required to indemnify and hold harmless the Company and its Representatives to the extent that such liabilities are determined in a final, non-appealable judgment of a court of competent jurisdiction to arise from or be related to information provided by the Company, its Subsidiaries or their respective Representatives to Purchaser in writing specifically for use in the Financings that contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (v) All confidential information provided by the Company or its Subsidiaries and each of their respective Representatives in connection with the provision of assistance in connection with the Financings shall be kept confidential in accordance with the Confidentiality Agreement, except that notwithstanding anything herein or in the Confidentiality Agreement to the contrary, Purchaser shall be permitted to disclose any confidential information provided pursuant to this Section 6.02 to any actual or bona fide prospective Financing sources in connection with the Financings so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or (y) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (vi) Purchaser acknowledges and agrees that obtaining Financing is not a condition to Closing and, if the Financing has not been obtained, Purchaser shall continue to be obligated to complete the transactions contemplated by this Agreement. (vii) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company’s obligations under Sections 6.02(c) and (d), shall be deemed to be satisfied and the Company shall have no responsibility, obligation or liability if Purchaser is unable to secure the Financing unless the failure to obtain the Financing is solely a direct result of the Company’s knowing and intentional breach of any material obligation under Sections 6.02(c) or (d). As used in this Section 6.02(g), “knowing and intentional breach” means a material breach that is a consequence of an act or failure to act undertaken by the breaching party with the knowledge that the undertaking of such act (or failure to act) would, or would be reasonably expected to, cause a material breach of Sections 6.02(c) or (d).

Reasonable Best Efforts; Cooperation. (a) Subject to and without limitation of Section 5.2, from From and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIIIX, each of the parties hereto Parties shall, and shall cause each of their respective Subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions transactions contemplated by this Agreement as promptly as practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI. The parties hereto shall not willfully take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the consummation of the Transactions. (b) Without limiting the generality of the foregoing, the IASIS Partiesand subject to Sections 6.03 and 6.04(c), Sellers, on the one hand, and the MPT PartiesPurchaser, on the other hand, shall each use reasonable best efforts to (i) furnish to the other such necessary information and reasonable assistance as the other party Party may reasonably request in connection with the foregoing, (ii) cooperate in all respects with each other in connection with any filing or submission or obtaining any Consent submission, and in connection with any investigation or other inquiry, including any proceeding initiated by a Governmental Body Authority or a private party, (iii) keep the other party Party reasonably informed of any communication received or given in connection with any proceeding by a Governmental Body Authority or a private party, in each case, regarding the Transactions transactions contemplated by this Agreement and (iv) to the extent permitted by Law, permit the other party Party to review any substantive communication given by it, and consult with each other a reasonable amount of time in advance of any meeting, in connection with any proceeding by a Governmental Body Authority or a private party, with any other Person and, to the extent permitted by such other Person, give the other party Party the opportunity to attend and participate in such meetings and conferences.