|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
reasonable best efforts to, make appropriate arrangements, including entering into joint defense or similar agreements with Public Company and its Subsidiaries, to protect and maintain the attorney-client privilege and make appropriate substitute arrangements under circumstances in which the restrictions of this clause (x) apply), or (y) the relevant matters or books and records relate solely to the Public Company or its Affiliates and none of the Company or its Subsidiaries or their respective businesses.
(c) From and after the Closing, Buyer shall, and shall cause the Company and its Subsidiaries to, and the Public Company shall, and shall cause its Affiliates to, comply with the requirements of any Litigation Hold that relates to the records subject to this Section 7.7 held by such Party that relate to (x) any Action that is pending as of the Closing Date or (y) any Action that arises or becomes threatened or reasonably anticipated after the Closing Date as to which such Party has received written notice of the applicable Litigation Hold from the other Party.
(d) After the Closing Date, except in the case of an adversarial Action or dispute between Buyer and its Affiliates and Seller or as prohibited by applicable Law, each Party shall use its reasonable best efforts (which shall not impose undue burden on such Party) to make available to the other Party, upon written request, its former and then-current directors, officers, employees, other personnel and agents as witnesses and any books, records or other documents within its possession, custody or control, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action (other than with Buyer and its Affiliates) in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder, in each case to the extent that any of the foregoing would not reasonably be likely to result in a waiver of a Partys attorney-client privilege (provided Buyer shall, and shall cause the Company and its Subsidiaries to, use their respective reasonable best efforts to make appropriate arrangements, including entering into joint defense or similar agreements with Public Company and its Subsidiaries, to protect and maintain the attorney-client privilege). The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith. Without limiting the foregoing, the Parties shall cooperate and consult with each other to the extent reasonably necessary with respect to any Actions.
(e) In the event that Public Company or its Subsidiaries (other than the Company and its Subsidiaries) possess any financial or operational records or any clinical data relating to the Business, Public Company shall, and shall cause its Subsidiaries to, transfer those records to the Company as reasonably requested by the Company.
7.8 Publicity. Neither the Public Company, Seller, the Company nor their Affiliates, on the one hand, nor Buyer nor its Affiliates, on the other hand, shall issue any press release or public announcement or comment concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of Buyer or either the Company (prior to the Closing) or the Public Company (at and after the Closing), respectively (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, in the judgment of such party upon the advice of its outside counsel, disclosure is required by applicable Law