Post-Closing Cooperation Clause Samples
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Post-Closing Cooperation. Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided...
Post-Closing Cooperation. Following the Closing, each party shall, on the request of any other party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by this Agreement and the transactions contemplated hereby.
Post-Closing Cooperation. In case at any time after the Closing Date any further action is necessary, proper or advisable to carry out the purposes of this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its proper officers or directors to take, all such necessary, proper or advisable actions.
Post-Closing Cooperation. Seller agrees that, if reasonably requested ------------------------ by Buyer, it will cooperate with Buyer, at Buyer's expense, in enforcing the terms of any agreements between Seller and any third party involving the Business, including without limitation terms relating to confidentiality and the protection of intellectual property rights. In the event that Buyer is unable to enforce its intellectual property rights against a third party as a result of a rule or law barring enforcement of such rights by a transferee of such rights, Seller agrees to reasonably cooperate with Buyer by assigning to Buyer such rights as may be required by Buyer to enforce its intellectual property rights in its own name. If such assignment still does not permit Buyer to enforce its intellectual property rights against the third party, Seller agrees to initiate proceedings against such third party in Seller's name, provided that Buyer shall be entitled to participate in such proceedings and provided further that Buyer shall be responsible for the expenses of such proceedings.
Post-Closing Cooperation. (a) Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Target Membership and, indirectly, the Acquired Assets from Seller to Purchaser and to minimize any disruption that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, and representatives access, during normal business-hours, to such information and assistance relating to the Acquired Assets (to the extent within the control of such party) as is reasonably necessary.
(b) After the Closing, upon reasonable written notice, Purchaser 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 Target, the Target Membership and 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. Purchaser shall retain the books and records of Seller included in the Acquired Assets for a period of seven years after the Closing.
(c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.03. Neither party shall be required by this Section 5.03 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.
Post-Closing Cooperation. Subject to compliance with applicable Law, from and after the Closing Date, the Buyer Parties and ABI agree to (a) cooperate with each other, share information and supporting materials and documents relating to ownership of the Shares; provided, however, that access to any such information, supporting materials or documents shall be determined by taking into account, among other considerations, the competitive positions of the parties; provided, further, that any such access shall (i) be under the supervision of such party’s designated Representatives and (ii) be in such a manner as not to unreasonably interfere with any of the businesses or operations of such party or their respective Affiliates; provided, further, that all requests for any such access made pursuant to this Section 5.11 shall be directed to such party and its designated representatives; and (b) provide the other parties with such assistance as may reasonably be requested, at the requesting party’s expense, in connection with the preparation of any Tax return, any income Tax audit or other administrative or judicial proceeding relating to the ownership of the Shares prior to or after the Closing, requests for information from Governmental Authorities relating to the transactions contemplated by this Agreement, and matters relating to unclaimed property; provided, however, that a party shall not be obligated to make any work papers available to the requesting party unless and until such requesting party has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such party to whom such request is being made.
Post-Closing Cooperation. From and after the Closing, the Parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting Party the benefits of the transactions contemplated hereby.
Post-Closing Cooperation. (a) The Company, Lucky Parent and each Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and other Representatives to cooperate with each other to ensure the orderly transition of the Business from each Seller to the Company and to minimize any disruption to the Business and the other respective businesses of Lucky Parent and Jupiter Parent that might result from the transactions contemplated hereby. In addition, Lucky Parent and its subsidiaries shall cooperate in good faith to provide all customary transition service arrangements reasonably requested by the Company, which services shall be provided by Lucky Parent and its subsidiaries at cost and upon other customary terms and conditions to be agreed upon. After the Closing, upon reasonable written notice, the Company, Lucky Parent and each Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and other Representatives access, during normal business hours, to such information and assistance relating to the Business, including the Retained Financial Records (to the extent within the control of such party) as is reasonably necessary for financial reporting, business support, compliance and accounting matters (subject to any applicable confidentiality obligations).
(b) No party hereto shall be required by this Section 5.08 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of the Company, the Business). Any information relating to the Business received by any Lucky Parent, any Seller or any of their affiliates pursuant to this Section 5.08 shall be subject to Section 5.05.
(c) Promptly, but in any event not more than two Business Days following the Closing, the Company and Lucky Collaboration Subsidiary shall provide to Wyeth the written confirmation contemplated by Section 13.7.3 of the Collaboration Agreement, in the forms attached hereto as Exhibits J-1 and J-2, as applicable.
(d) From and after the Closing, none of Lucky Parent, the Sellers or any of their respective affiliates or Representatives shall engage in any discussions with Wyeth (or otherwise take any action) pursuant to the Collaboration Agreement (it being agreed that from and after the Closing, all such discussions and actions shall be undertaken by the Company, its affiliates and Representatives of the foregoing); provided, however, the Sellers, afte...
Post-Closing Cooperation. After the Closing Date, each party shall provide the other party with such reasonable assistance (without charge) as may be requested by the other party in connection with any Claim or audit of any kind or nature whatsoever or the preparation of any response, demand, inquiry, filing, disclosure or the like (including, but not limited to, any tax return or form) relating to the Products, the Assets or the Business. Such assistance shall include, but not be limited to, permitting the party requesting assistance to have reasonable access to the employees, books and records of the other party.
Post-Closing Cooperation. After the Closing, Buyer and Sellers shall cooperate fully with each other and shall make available to each other all information, records or documents reasonably requested in connection with matters involved in the sale of the Securities.