Common use of Post-Distribution Services Clause in Contracts

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of CareTrust and its Affiliates or Ensign and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) Ensign shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ensign Business, whether or not the privileged information is in the possession of or under the control of Ensign or CareTrust. Ensign shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ensign Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ensign Group, whether or not the privileged information is in the possession of or under the control of Ensign or CareTrust; and (ii) CareTrust shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the CareTrust Business, whether or not the privileged information is in the possession of or under the control of Ensign or CareTrust. CareTrust shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CareTrust Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the CareTrust Group, whether or not the privileged information is in the possession of or under the control of Ensign or CareTrust.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of CareTrust QCP and its Affiliates Affiliates, or Ensign HCP and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) Ensign HCP shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ensign HCP Business, whether or not the privileged information is in the possession of or under the control of Ensign HCP or CareTrustQCP. Ensign HCP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ensign HCP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ensign HCP Group, whether or not the privileged information is in the possession of or under the control of Ensign HCP or CareTrustQCP; and (ii) CareTrust QCP shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the CareTrust QCP Business, whether or not the privileged information is in the possession of or under the control of Ensign HCP or CareTrustQCP. CareTrust QCP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CareTrust QCP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the CareTrust QCP Group, whether or not the privileged information is in the possession of or under the control of Ensign HCP or CareTrustQCP.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of CareTrust Xenia and its Affiliates or Ensign Inland American and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) Ensign Inland American shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ensign Inland American Business, whether or not the privileged information is in the possession of or under the control of Ensign Inland American or CareTrustXenia. Ensign Inland American shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ensign Inland American Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ensign Inland American Group, whether or not the privileged information is in the possession of or under the control of Ensign Inland American or CareTrustXenia; and (ii) CareTrust Xenia shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the CareTrust Xenia Business, whether or not the privileged information is in the possession of or under the control of Ensign Inland American or CareTrustXenia. CareTrust Xenia shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CareTrust Xenia Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the CareTrust Xenia Group, whether or not the privileged information is in the possession of or under the control of Ensign Inland American or CareTrustXenia.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of CareTrust SMTA and its Affiliates or Ensign SRC and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) Ensign SRC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ensign BusinessSRC Assets, whether or not the privileged information is in the possession of or under the control of Ensign SRC or CareTrustSMTA. Ensign SRC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ensign SRC Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ensign SRC Group, whether or not the privileged information is in the possession of or under the control of Ensign SRC or CareTrustSMTA; and (ii) CareTrust SMTA shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the CareTrust BusinessSMTA Assets, whether or not the privileged information is in the possession of or under the control of Ensign SRC or CareTrustSMTA. CareTrust SMTA shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CareTrust SMTA Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the CareTrust SMTA Group, whether or not the privileged information is in the possession of or under the control of Ensign SRC or CareTrustSMTA.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of CareTrust NXRT and its Affiliates or Ensign NHF and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows: (i) Ensign NHF shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Ensign BusinessNHF Assets, whether or not the privileged information is in the possession of or under the control of Ensign NHF or CareTrustNXRT. Ensign NHF shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Ensign NHF Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the Ensign NHF Group, whether or not the privileged information is in the possession of or under the control of Ensign NHF or CareTrustNXRT; and (ii) CareTrust The NXRT Group shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the CareTrust BusinessNXRT Assets, whether or not the privileged information is in the possession of or under the control of Ensign NHF or CareTrustNXRT. CareTrust The NXRT Group shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CareTrust NXRT Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the CareTrust NXRT Group, whether or not the privileged information is in the possession of or under the control of Ensign NHF or CareTrustNXRT.