Wind Down Period Upon Termination Following Closing. Any termination of this Agreement following the Closing and permitted under this Article 11, whether an Agreed Termination or a termination as a result of a Potential Terminating Breach shall be subject to a period of time determined by the non-breaching Party if termination occurs as a result of a Potential Terminating Breach, or as mutually agreed between the Parties in the event of an Agreed Termination, not to exceed six (6) months (the “Termination Wind Down Period”), during which the Parties will collaborate to transition Hospital operations to the District in good faith and in an orderly fashion to assure the Public Purpose continues to be satisfied at all times. The Termination Wind Down Period shall begin two (2) days after the terminating Party or Parties deliver a Termination Notice to the other Parties, or, in the event that a Termination Notice is subject to dispute, two (2) days following the full and final resolution of such dispute (the “Wind Down Commencement Date”). Subject to the ultimate authority of the Newco Board of Managers, during the Termination Wind Down Period, the District, Newco and LCMC will establish a transition committee (the “Transition Committee”) with half of the persons serving on the Transition Committee appointed by the District (and the remaining members to be appointed by LCMC), to work with the Newco Board of Managers in the transition of Hospital operations. The Parties will continue to comply with the terms and conditions of this Agreement during the Termination Wind Down Period.
