Assistance in Proceedings. Each Party will cooperate with the other Party and 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, before or after the Closing Date involving the Business.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (Birks Group Inc.)
Assistance in Proceedings. Each Party will cooperate with the other Party and Parties and/or its or their 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 Transaction, or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation,, status status, or transaction on, on or before or after the Closing Date involving the BusinessSellers or its business or any Shareholders.
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Assistance in Proceedings. Each Party will party agrees to cooperate with the other Party party and 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, on or before or after the Closing Date involving any Seller Party, the BusinessBusiness or the Assets.
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Assistance in Proceedings. Each Party will party shall cooperate with the other Party parties and its counsel in the contest or defense of, and make available at reasonable times its personnel and provide any testimony and access to its books and Records reasonably requested in connection with, any Proceeding by any Third Party 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, on or before or after the Closing Date involving any of the Businessparties.
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