Common use of Continued Cooperation after a Distribution Clause in Contracts

Continued Cooperation after a Distribution. After a ------------------------------------------ Distribution with respect to a Newco (except in the case of a legal or other proceeding by one party against another party which shall be governed by such discovery rules as may be applicable under Section 4.10 or otherwise), CSI and such Newco shall use its reasonable commercial efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, 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 legal, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith except as to those proceedings as to which the requesting party is entitled to indemnity from the other party.

Appears in 3 contracts

Samples: Transformation Agreement (Aprisma Management Technologies Inc), Transformation Agreement (Cabletron Systems Inc), Transformation Agreement (Cabletron Systems Inc)

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Continued Cooperation after a Distribution. After a ------------------------------------------ Distribution with respect to a Newco (except in the case of a legal or other proceeding by one party against another party which shall be governed by such discovery rules as may be applicable under Section 4.10 or otherwise), CSI and such Newco shall use its reasonable commercial efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, 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 legal, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith except as to those proceedings as to which the requesting party is entitled to indemnity from the other party.

Appears in 1 contract

Samples: Transformation Agreement (Riverstone Networks Inc)

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