AND WILL FURNISH BUYERS WITH SUCH ADDITIONAL FINANCIAL AND OPERATING
DATA AS BUYERS MAY REASONABLY REQUEST.
(B)
THE PARTIES RECOGNIZE THAT, IN THE FUTURE,
LITIGATION MAY ARISE RELATING TO THE PURCHASED ASSETS OR THE BUSINESS AND THE
CONDUCT THEREOF WHICH MAY RELATE IN PART, DIRECTLY OR INDIRECTLY, BOTH TO THE
PERIOD PRIOR TO THE CLOSING AND THE PERIOD SUBSEQUENT TO THE CLOSING. EACH OF
THE PARTIES AGREES THAT, TO THE EXTENT REASONABLE UNDER THE CIRCUMSTANCES AND AT
THE REASONABLE REQUEST OF ANOTHER PARTY, IT WILL PROVIDE TO THE REQUESTING PARTY
INFORMATION, RECORDS AND DOCUMENTS IN ITS POSSESSION RELATING TO THE PURCHASED
ASSETS AND THE BUSINESS TO ASSIST THE REQUESTING PARTY IN CONNECTION WITH ANY
SUCH LITIGATION OR POTENTIAL LITIGATION IN WHICH SUCH REQUESTING PARTY IS OR MAY
BE INVOLVED.
(C)
BUYER SHALL KEEP AND PRESERVE ALL PATIENT
FILES FOR A PERIOD EQUAL TO THE GREATER OF (I) TEN YEARS FOLLOWING THE CLOSING
DATE, OR (II) ONE YEAR PAST THE APPLICABLE STATUTE OF LIMITATIONS FOR CLAIMS.
BUYER ACKNOWLEDGES THAT THE PATIENT FILES ARE SUBJECT TO RULES AND REGULATIONS
CONCERNING CONFIDENTIALITY AND SHALL ABIDE BY ANY SUCH RULES AND REGULATIONS
RELATING
16
TO THE PATIENT FILES IN ACCORDANCE WITH APPLICABLE LAW (INCLUDING, IF
APPLICABLE, SECTION 1861(V)(I)(L) OF THE SOCIAL SECURITY ACT (42 U.S.C. §
1395X(VXI)(I))) AND REQUIREMENTS OF RELEVANT INSURANCE CARRIERS. FURTHER, BUYERS
AND SELLERS AGREE TO ENTER INTO ANY AGREEMENTS THAT EITHER PARTY REASONABLY
DETERMINES MAY BE REQUIRED BY LAW, INCLUDING, BUT NOT LIMITED TO, ENTERING INTO
A BUSINESS ASSOCIATE AGREEMENT AS CONTEMPLATED BY THE HEALTH INSURANCE
PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AND THE REGULATIONS PROMULGATED
THEREUNDER. BUYER SHALL MAINTAIN THE PATIENT FILES IN A MANNER CONSISTENT WITH
BUYER'S POLICIES AND PROCEDURES APPLICABLE TO PATIENT RECORDS GENERATED BY BUYER
AFTER THE CLOSING DATE, PROVIDED THAT THE REMAINDER OF THIS SECTION 10.2 SHALL
CONTROL IN THE EVENT OF ANY CONFLICT BETWEEN SUCH POLICIES AND PROCEDURES AND
THIS SECTION 10.2.
(D)
AT ANY TIME FOLLOWING THE CLOSING DATE,
BUYER WILL COOPERATE IN GOOD FAITH WITH SELLERS AND SHALL PROMPTLY PROVIDE OR
CAUSE TO BE PROVIDED TO ANY SELLER, AT A SELLER'S SOLE COST AND EXPENSE, COPIES
OF AND REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO ANY PATIENT FILES THAT
ARE REQUESTED BY A SELLER FOR ANY REASONABLE BUSINESS PURPOSES, INCLUDING, BUT
NOT LIMITED TO, DEFENDING A CLAIM OR LAWSUIT BY A PATIENT OR RESPONDING TO AN
AUDIT, INVESTIGATION OR OTHER INQUIRY BY ANY GOVERNMENTAL ENTITY OR THIRD-PARTY
PAYOR, OR RESOLVING UNBILLED OR OUTSTANDING ACCOUNTS RECEIVABLE, SUBJECT TO ANY
AND ALL APPLICABLE CONFIDENTIALITY OBLIGATIONS.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THE PROVISIONS OF SECTIONS 10.2(A) AND 10.2(D) SHALL NOT
CONTROVERT ANY DISCOVERY PROCESS IN ANY ACTION IN WHICH BUYER, ON THE ONE HAND,
AND SELLERS, ON THE OTHER HAND, ARE ADVERSE PARTIES.
10.3
Confidentiality. Buyer and Sellers recognize and
agree that all information, instruments, documents and details concerning the
business and operations of them and their Affiliates ("Confidential
Information") are strictly confidential, and Buyer and each Seller expressly
covenants