Common use of Staffing Contracts Clause in Contracts

Staffing Contracts. The Buyer and Sellers shall: (a) use commercially reasonable efforts to, on or prior to the Closing, cause the Existing Staffing Contracts, to the extent they are (i) not in compliance with the Patient Protection and Affordable Care Act (the “Affordable Care Act”) or (ii) could reasonably be likely to create a statutory or common law joint-employer relationship between the third party provider of staffing services pursuant to such Contract, on the one hand, and the Buyer or any of its Affiliates, on other hand (a “Joint Employer Relationship”), to be amended to the extent necessary, in the reasonable discretion of the Buyer, to cause the Existing Staffing Contracts to (x) comply with the Affordable Care Act; and (y) not create a Joint Employer Relationship and (b) cause all Existing Staffing Contracts that at the Closing, in the reasonable discretion of the Buyer, comply with the Affordable Care Act and do not create a Joint Employer Relationship, to be deemed Assigned Contracts. All other Existing Staffing Contracts will be Excluded Assets, unless otherwise determined by the Buyer. In the event that the Buyer and Sellers are unable to cause all of the Existing Staffing Contracts to meet the requirements of clauses (a)(i) and (a)(ii) of this Section 4.21 (any such Contract, a “Disqualifying Staffing Contracts”), the Buyer shall negotiate in good faith to enter into staffing contracts, effective upon the Closing, with one or more new staffing providers (the “New Staffing Contracts”) that will provide the Buyer or an Affiliate thereof with the services of contract workers for use in the Business post-Closing under terms and conditions substantially similar to those in the applicable Disqualifying Staffing Contracts and that comply with the Affordable Care Act and do not create a Joint Employer Relationship. The Buyer shall not unreasonably determine to not enter into a New Staffing Contract if the terms and conditions of such New Staffing Contract are substantially similar to those included in the Existing Staffing Contract being replaced and if such New Staffing Contract complies with the Affordable Care Act and does not create a Joint Employer Relationship. Notwithstanding anything to the contrary set forth herein, in no event shall the requirement in this Section 4.21 of the Buyer to use commercially reasonable efforts or negotiate in good faith be deemed to require the Buyer to incur any costs, fees or expenses, other than costs, fees or expenses required to be paid for services provided by the staffing provider pursuant to the Existing Staffing Contract or a New Staffing Contract, in each case following the Closing, as the case may be.