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Affiliation agreement between Harrison, Franciscan

Affiliation agreement between Harrison, Franciscan

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Published by Kitsap Sun
Affiliation agreement between Harrison, Franciscan
Affiliation agreement between Harrison, Franciscan

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Published by: Kitsap Sun on Jun 22, 2013
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04/04/2015

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(a) HSR Filing Fees. FHS and HMC shall each bear fifty percent (50%) of all
fees and expenses of the Parties payable to the FTC in connection with the filings under
the HSR Act.

(b) Sales, Use and Transfer Taxes. The Parties agree that they do not
anticipate any sales, use or transfer Taxes to be due as a result of consummating the
Contemplated Transactions. If any such Taxes are due, however, FHS shall pay, and be
fully liable and responsible for, such sales, use or transfer Taxes that may be due in
connection with the Contemplated Transactions.

13.16 Cooperation Regarding Tax Returns. After the Closing, the Parties shall
cooperate fully, as and to the extent reasonably requested by any other Party, in connection with
the preparation and filing of any Tax Returns. Such cooperation shall include, but not be limited

to, the retention and (upon any other Party’s request) the provision of records and information

reasonably relevant to any such Tax Returns, making employees available on a mutually
convenient basis to provide additional information, and not taking any positions with respect to
any such Tax Returns that are inconsistent with the positions taken with respect to Tax Returns
that were filed prior to the Closing Date. The Parties agree (A) to retain all books and records
with respect to Tax matters relating to any taxable period beginning before the Closing Date until
the expiration of the statute of limitations, and any extensions thereof, of the respective taxable
periods, and to abide by all record retention agreements entered into with any taxing authority,
and (B) to give the other Parties reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if any other Party so requests, such other Party will
have the right to take possession of such books and records or copies thereof.

13.17 Further Acts and Assurances. At any time and from time to time at and after the
Closing, upon reasonable request of a Party, the other Party shall do, execute, acknowledge and
deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds,
assignments, transfers, conveyances, powers of attorney, confirmations and assurances as the
requesting Party may reasonably request to more effectively consummate the Contemplated

65

2412814.1

Transactions and to confirm the capacity and ability of the Party to whom the request was made
to perform its post-Closing covenants and agreements under this Agreement.

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