Common use of Cooperation in Defense of Action Clause in Contracts

Cooperation in Defense of Action. In the event that on or before the Closing Date, any Party shall become aware that Kyivstar, VimpelCom, Newco or HoldCo is threatened by, subject to or is liable to be subject to any Action (other than any Action specified in Schedule 7.3(e)) that would reasonably be expected to prevent the performance by the Parties of their obligations under the Transaction Agreements, such Party shall promptly notify the other Parties to such effect and cooperate fully and in good faith with the other Parties, Kyivstar, VimpelCom, Newco and HoldCo (as applicable) in defending against or bringing a counterclaim in respect of such Action. In such event, the Parties further agree to take (and to cause Kyivstar, VimpelCom, Newco and HoldCo to take, as required) all necessary steps, including executing any required legal instruments, in furtherance of defending the Parties, Kyivstar, VimpelCom, Newco and HoldCo (as applicable) or bringing a counterclaim in respect of such Action.