Common use of Cooperation in Litigation Clause in Contracts

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Date date hereof (other than litigation arising out of the transactions contemplated by this AgreementAgreement and except as otherwise expressly provided herein). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably shall fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of Ivy prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Company prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Acquired Business prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets prior to the Effective Date Business (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses expense paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to the Assets or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement or any Related Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased AI Assets prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-of- pocket expenses (including reasonable legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use Seller’s conduct of their businesses prior to, on or after the Purchased Assets prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this AgreementAgreement or any of the Buyer Transaction Documents or Seller Transaction Documents). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's ’s time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Sellers prior to or after the Effective Closing Date (other than litigation or proceedings arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the reasonable out-of-of- pocket expenses (including legal fees and disbursements) ), as incurred, of the party providing such cooperation and of its officers, directors, employeesmanagers, other personnel members, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employeesmanagers, other personnel members, employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's ’s time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The Except as provided for by Section 9 hereof, the party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs cost of fringe benefits or other similar expenses paid by the party parties providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each Except to the extent the Seller liquidates following the Closing, each party hereto will reasonably fully cooperate with the other party in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully ------------------------- cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of Business or the Purchased Assets Facility prior to the Effective Closing Date or the conduct of the Business by Buyer after the Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including without limitation reasonable legal fees and disbursementsdisbursements and court costs) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employee and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably shall fully cooperate with the other party hereto in the defense or prosecution of any litigation or proceeding already instituted (or order or settlement in connection therewith) which may be instituted hereafter against or by such any party hereto relating to or arising out of the ownership or use of the Purchased Transferred Assets prior to the Effective Date date hereof (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal reasonable attorneys’ fees and disbursementsexpenses) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.of

Cooperation in Litigation. Each party hereto Party will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party Party relating to or arising out of the use conduct of the Purchased Assets business of Company prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party Party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party Party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party Party providing such cooperation for such partyParty's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party Party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate ------------------------- with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Date date of Closing (other than litigation arising out of the transactions contemplated by this AgreementAgreement and except as otherwise expressly provided herein). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation Seller shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's ’s time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The Unless and other than to the extent provided for by Section 8 hereof, the party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Custom Division prior to or after the Effective Closing Date (other than litigation arising out of the delivery and execution of this Agreement or the consummation of the transactions contemplated by this Agreementhereby). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of reasonably incurred by the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for administrative or overhead expenses, including for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with ------------------------- the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Date date hereof (other than litigation arising out of the transactions contemplated by this AgreementAgreement and except as otherwise expressly provided herein). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto Party will reasonably fully cooperate with ------------------------- the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party Party relating to or arising out of the use conduct of the Purchased Assets MDI Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party Party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party Party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party Party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party Party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased business of the Seller in connection with the Assets prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully ------------------------- cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Sellers prior to or after the Effective Closing Date (other than litigation or proceedings arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (including legal fees and disbursements) ), as incurred, of the party providing such cooperation and of its officers, directors, employeesmanagers, other personnel members, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employeesmanagers, other personnel members, employees and agents while assisting in the defense or prosecution prosection of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully ------------------------- cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of a Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted instituted, hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to and will, if requested, reimburse the party providing such cooperation for such party's time spent in such cooperation or and the reasonable salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of AEI or REP prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date Time (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Acquired Business prior to the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Company prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay reasonable the out-of-pocket expenses (including reasonable legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use operation of the Purchased Assets S.E. USA BUSINESS prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business by the Seller prior to or after the Effective Closing Date (other than litigation or proceedings arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (including legal fees and disbursements) ), as incurred, of the party providing such cooperation and of its officers, directors, employeesmanagers, other personnel members, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employeesmanagers, other personnel members, employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Products Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The Except as provided for by Section 9 hereof, the party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs cost of fringe benefits or other similar expenses paid by the party parties providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution prosection of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto Party will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party Party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party Party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party Party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party Party providing such cooperation for such partyParty's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party Party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably shall fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of HTR prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other others in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation or proceedings arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses (including legal fees and disbursements) ), as incurred, of the party providing such cooperation and of its officers, directors, employeesmanagers, other personnel members, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employeesmanagers, other personnel members, employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including reasonable legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably -------------------------- fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Date date hereof (other than litigation arising out of the transactions contemplated by this AgreementAgreement and except as otherwise expressly provided herein). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-of- pocket expenses (including reasonable legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's ’s time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably ------------------------- fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate ------------------------- with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets business of the Seller prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party Party hereto will reasonably fully cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party Party relating to or arising out of the use conduct of the Purchased portion of the Seller's business relating to the Assets prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party Party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party Party providing such cooperation for such partyParty's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party Party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Acquired Business prior to the Effective Closing Date (other than litigation between the parties arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.

Cooperation in Litigation. Each party hereto will reasonably fully cooperate ------------------------- with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use conduct of the Purchased Assets Business prior to or after the Effective Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-of- pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel employees and agents while assisting in the defense or prosecution of any such litigation or proceeding.