Assistance in Proceedings. Each of Seller and Buyer will cooperate with one another and their respective counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or the business of the Division.
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Samples: Asset Purchase Agreement (Eagle Picher Holdings Inc), Asset Purchase Agreement (Noble International LTD)
Assistance in Proceedings. Each of Seller and Buyer will cooperate with one another Buyer and their respective its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or the its business of the Divisionor Shareholder.
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Samples: Asset Purchase Agreement (MBI Financial, Inc.), Asset Purchase Agreement (Allis Chalmers Energy Inc.)
Assistance in Proceedings. Each of Seller and Buyer the Company will cooperate with one another Buyer and their respective its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller Seller, the Company or the business of the Divisionits business.
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Assistance in Proceedings. Each of Seller and Buyer will cooperate with one another and their respective counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or the business of the DivisionBusiness.
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