|
ARTICLE IX
<br />Post - Effective Date Obligations
<br />9.1 Consents. Each party shall use its commercially reasonable efforts to, and shall
<br />cooperate with the other parties to (i) promptly apply for and use all reasonable efforts to obtain
<br />as soon as practicable all consents, approvals, authorizations and clearances of governmental
<br />authorities required of it to consummate the transactions contemplated hereby; (ii) provide such
<br />information and communications to governmental authorities as another party or such
<br />governmental authorities may reasonably request; and (iii) assist and cooperate with the parties'
<br />efforts to obtain all consents, licenses, permits, approvals, authorizations and clearances of
<br />governmental authorities that the parties reasonably deem necessary or appropriate and to prepare
<br />any document or other information reasonably required of it by any such governmental authorities
<br />to consummate the transactions contemplated herein. Each party shall notify the other parties
<br />promptly upon receiving any written request for additional information from any governmental
<br />authorities in connection with the transactions contemplated by this Master Agreement, and shall
<br />use commercially reasonable efforts to comply with such request as soon as possible. Each party
<br />shall keep the other parties promptly informed of all developments regarding such filings,
<br />requests and responses referred to in this Section 9.L No party or any Affiliate (defined below)
<br />thereof shall enter into any agreement with any governmental authority not to consummate or to
<br />delay consummation of the transactions contemplated by this Master Agreement, except with the
<br />prior written consent of the other parties. If any administrative or judicial action or proceeding is
<br />instituted, each party shall each use its commercially reasonable efforts to defend such action or
<br />proceeding.
<br />9.2 Clinic Payment Obligations. To the extent LHA does not have sufficient funds to
<br />meet any of its payment obligations under this Master Agreement, the Clinic shall fulfill such
<br />obligations.
<br />9.3 LHA Record Retention. Upon LHA's cessation of operations, the Clinic will
<br />maintain and administer the archival recordkeeping operations of LHA, complying with
<br />applicable laws, pursuant to the Clinic's record retention policies.
<br />9.4 Mutual Waiver.
<br />(a) The City, on its own behalf and on behalf of the Mayor, City Council, and
<br />its directors (each in their representative capacity only), and its successors and assigns
<br />(collectively, the "City Parties "), hereby forever waives, releases and discharges LHA and the
<br />Clinic and their respective Affiliates, members, officers, directors, trustees, employees, agents,
<br />attorneys, donors, successors and assigns (the "Hospital Parties "), from any and all known and
<br />unknown claims, demands, injuries, damages, actions, costs, expenses, attorneys' fees, liability
<br />and suits in equity or law, known or unknown (collectively, "Claims ") and hereby agrees to not
<br />bring suit against the Hospital Parties for causes of action that arise out of or relate to the
<br />Original Lease, the Definitive Agreement, the operation and management of the Hospital prior to
<br />the Effective Date, or the Transition, including closing of the Hospital, the cessation of services
<br />or programs at the Hospital, and the potential demolition, abatement and/or redevelopment of the
<br />Hospital building. Notwithstanding the foregoing, the City Parties and LHA agree that Section
<br />16
<br />11938585.11
<br />
|