Common use of COOPERATION AND PRESERVATION OF RECORDS Clause in Contracts

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties and the Transferor Parties shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation or any other actual or threatened claim. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (b) of this Section 8.6 or preservation of Litigation Records pursuant to clause (c) of this Section 8.6 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) The party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (ai) The OLP Logix Parties and the Transferor Xxxxxx Parties shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation Pending Logix Litigation, New Logix Litigation, Pending Xxxxxx Litigation, New Xxxxxx Litigation or any other actual or threatened claim. (bii) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation RecordsLITIGATION RECORDS"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action audit or proceeding. (ciii) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (div) The party requesting access to Litigation Records or officers and employees pursuant to clause (bSection 3(g)(ii) of this Section 8.6 or preservation of Litigation Records pursuant to clause (cunder Section 3(g)(iii) of this Section 8.6 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (ev) The party providing Litigation Records hereunder under this Section 3(g) may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties and the Transferor Parties shall cooperate with one another fully and in a timely manner as requested by the others in connection with the defense of any litigation or any other actual or threatened claimLitigation and Claims. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation RecordsLITIGATION RECORDS"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, Litigation and Claims and any investigation, audit, action or proceedingproceeding relating thereto. (c) Each party shall continue in force, or or, at the request of the any other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party parties promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (bSection 6.6(b) of this Section 8.6 or preservation of Litigation Records pursuant to clause (cSection 6.6(c) of this Section 8.6 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party parties in connection with providing such Litigation Records or officers and employees. (e) The Any party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, each of the party parties receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties Purchaser and the Transferor Parties Seller and its Parents shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation and claims pending as of the Closing Time or any other actual brought, threatened or threatened claimalleged after the Closing Time, against the Purchaser and/or the Seller and its Parents, as such claims or litigation relate to the Tuscarora Partnership Interest in Tuscarora. (b) Such cooperation shall include, without limitation, making available to the other partyParty, during normal business hours and upon reasonable notice, all books, records and information ("Litigation RecordsLITIGATION RECORDS"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party Party shall continue in forcemaintain the Litigation Records, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party Party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereofParty. The requesting party Party shall notify the other party Party promptly when the Litigation Records are no longer required to be maintained. (d) The party Party requesting access to Litigation Records or officers and employees pursuant to clause CLAUSE (b) of this Section 8.6 hereof or preservation of Litigation Records pursuant to clause CLAUSE (c) of this Section 8.6 hereof shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party Party in connection with providing such Litigation Records or officers and employees. (e) The party Party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party Party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP --------------------------------------- Parties and the Transferor Parties shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation or any other actual or threatened claim. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees ------------------ (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (b) of this Section 8.6 or preservation of ---------- ----------- Litigation Records pursuant to clause (c) of this Section 8.6 shall bear all ---------- ----------- reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) The party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties ILP and the Transferor Parties Transferors and their Affiliates shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation and claims pending as of the Effective Date or any other actual brought, threatened or threatened claimalleged after the Effective Date, against the ILP and/or the Transferors and their Affiliates. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation RecordsLITIGATION RECORDS"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party shall continue in forcemaintain the Litigation Records, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause CLAUSE (bB) of this Section 8.6 hereof or preservation of Litigation Records pursuant to clause CLAUSE (cC) of this Section 8.6 hereof shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) The party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties ILP and the Transferor Parties Transferors and their Affiliates shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation and claims pending as of the Effective Date or any other actual brought, threatened or threatened claimalleged after the Effective Date, against the ILP and/or the Transferors and their Affiliates. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation RecordsLITIGATION RECORDS"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party shall continue in forcemaintain the Litigation Records, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause CLAUSE (b) of this Section 8.6 hereof or preservation of Litigation Records pursuant to clause CLAUSE (c) of this Section 8.6 hereof shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) The party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) Section 6.1. The OLP Rexair Parties and the Transferor Parent Parties shall use reasonable efforts to cooperate with one another fully and in a timely manner in connection with the defense of any litigation Pending Rexair Litigation, New Rexair Litigation, Pending Parent Litigation, New Parent Litigation or any other actual or threatened claim, including the pursuit of any rights pursuant to indemnity agreements under (vi) of the definition of Parent Liabilities in Article I hereof. (b) Section 6.2. Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees (without substantial interruption of employment) insofar as such Litigation Records and officers and employees are reasonably necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding; provided, however, that no party shall be under any obligation by reason of this Section 6.2 to make available any of the foregoing persons or Litigation Records in connection with any action commenced or threatened against such party. (c) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereofSection 6.3. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (b) of this Section 8.6 or preservation of Litigation Records pursuant to clause (c) of this Section 8.6 6.2 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, salaries and employee benefits and general overheadbenefits) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) Section 6.4. The party providing Litigation Records hereunder under Section 6.2 may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.

COOPERATION AND PRESERVATION OF RECORDS. (a) Section 7.1. The OLP Strategic Parties and the Transferor USI Parties shall use reasonable efforts to cooperate with one another fully and in a timely manner in connection with the defense of any litigation Pending Strategic Litigation, New Strategic Litigation, Pending USI Litigation, New USI Litigation or any other actual or threatened claim, including the pursuit of any rights pursuant to indemnity agreements under (viii) of the definition of USI Liabilities in Article I and Section 2.2 hereof. (b) Section 7.2. Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees (without substantial interruption of employment) insofar as such Litigation Records and officers and employees are reasonably necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding; provided, however, that no party shall be under any obligation by reason of this Section 7.2 to make available any of the foregoing persons or Litigation Records in connection with any action commenced or threatened against such party. (c) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereofSection 7.3. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (b) of this Section 8.6 or preservation of Litigation Records pursuant to clause (c) of this Section 8.6 7.2 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, salaries and employee benefits and general overheadbenefits) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) Section 7.4. The party providing Litigation Records hereunder under Section 7.2 may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.