Common use of Cooperation in Litigation Clause in Contracts

Cooperation in Litigation. (a) Subject to Section 6.19, from the Closing Date until the date that is eighteen (18) months after the Closing Date, Seller and Purchaser shall, subject to the terms of this Section 6.22, cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information of the disclosing party) incurred by the Party providing such cooperation and by its officers, directors, employees and agents, and any applicable Taxes in connection therewith. (b) From and after the Effective Date, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement) arising directly from the development, commercialization or manufacture of the Products, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliates.

Cooperation in Litigation. (a) Subject to Section 6.19, from the Closing Date until the date that is eighteen (18) months after Following the Closing Date, Seller and Purchaser shall, subject to the terms extent reasonably necessary to permit EOG or any of this Section 6.22its Affiliates to defend (including, cooperate with each without limitation, any related investigation, appeal or settlement) any lawsuit, mediation, enforcement action, arbitration, administrative hearing or other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to adjudicative proceeding which exists at the Closing Date or that may be instituted thereafter against or by either Party relating which is brought thereafter, Enron agrees to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller afford EOG and Purchaser or its Affiliates and their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser accountants and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records at no cost to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (EOG other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs expenses, (i) reasonable access to all employees of Enron or any of its Affiliates and expenses all witnesses subject to the control or direction of providing Enron or any of its Affiliates and (ii) reasonable access to all documents and records within the custody or subject to the control of Enron or any of its Affiliates; provided, however, that such cooperation (including legal fees and disbursements, and including access will not operate to cause the reasonably necessary costs waiver of any redactions required attorney-client, work product or like privilege; provided further, that in the event requested materials are mixed with other sensitive information of any litigation nothing herein shall limit either party's rights of discovery under applicable Law. Following the Closing Date, Enron also agrees to give EOG 15 days prior written notice of the disclosing party) incurred by the Party providing such cooperation and by intention of Enron or any of its officers, directors, employees and agents, and any applicable Taxes in connection therewith. (b) From and after the Effective Date, Seller shall not Affiliates to settle or otherwise compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser claims against Enron or their respective any of its Affiliates arising out of the Transactionsfrom or related to any Enron Producer/Affiliate Disputes, as that term is defined below, whether or not those claims have been formally filed with any court or other adjudicative body. As used in this paragraph, the Transaction Documents term "Enron Producer/Affiliate Disputes" means any claim, lawsuit, mediation, enforcement action, arbitration, administrative hearing or other adjudicative proceeding where the Services Agreement) allegations include claims that EOG or any of its Affiliates have failed to pay or has improperly paid any amount alleged to be due and owing and which further alleges that such failure to pay or improper payment results in whole or in part from, or is in any way related to, the affiliate relationship of EOG or any of its Affiliates with Enron or any of its Affiliates. The foregoing definition is intended to include, but is not limited to, claims asserting failure to pay or improper payment of royalties, overriding royalties, production payments, severance taxes, and/or any other liability arising directly from the development, commercialization or manufacture production and/or sale of the Products, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliateshydrocarbons.

Cooperation in Litigation. (a) Subject to Section 6.19, from the Closing Date until the date that is eighteen (18) months after Following the Closing Date, Seller and Purchaser shall, subject to the terms of this Section 6.22, cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit Enron or any of its Affiliates to defend (including, without limitation, any related investigation, appeal or settlement) any lawsuit, mediation, enforcement action, arbitration, administrative hearing or other adjudicative proceeding which exists at the defense Closing Date or investigation of any such Legal Proceedingswhich is brought thereafter, examination or audit (EOG agrees to afford Enron and its Affiliates and their respective accountants and counsel, during normal business hours, at no cost to Enron other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs expenses, (i) reasonable access to all employees of EOG or any of its Affiliates and expenses all witnesses subject to the control or direction of providing EOG or any of its Affiliates and (ii) reasonable access to all documents and records within the custody or subject to the control of EOG or any of its Affiliates; provided, however, that such cooperation (including legal fees and disbursements, and including access will not operate to cause the reasonably necessary costs waiver of any redactions required attorney-client, work product or like privilege; provided further, that in the event requested materials are mixed with other sensitive information of any litigation nothing herein shall limit either party's rights of discovery under applicable Law. Following the Closing Date, EOG also agrees to give Enron 15 days prior written notice of the disclosing party) incurred by the Party providing such cooperation and by intention of EOG or any of its officers, directors, employees and agents, and any applicable Taxes in connection therewith. (b) From and after the Effective Date, Seller shall not Affiliates to settle or otherwise compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser claims against EOG or their respective any of its Affiliates arising out of the Transactionsfrom or related to any EOG Producer/Affiliate Disputes, as that term is defined below, whether or not those claims have been formally filed with any court or other adjudicative body. As used in this paragraph, the Transaction Documents term "EOG Producer/Affiliate Disputes" means any claim, lawsuit, mediation, enforcement action, arbitration, administrative hearing or other adjudicative proceeding where the Services Agreement) allegations include claims that Enron or any of its Affiliates have failed to pay or has improperly paid any amount alleged to be due and owing and which further alleges that such failure to pay or improper payment results in whole or in part from, or is in any way related to, the affiliate relationship of Enron or any of its Affiliates with EOG or any of its Affiliates. The foregoing definition is intended to include, but is not limited to, claims asserting failure to pay or improper payment of royalties, overriding royalties, production payments, severance taxes, and/or any other liability arising directly from the development, commercialization or manufacture production and/or sale of the Products, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliateshydrocarbons.

Cooperation in Litigation. (a) Subject The Purchaser agrees to Section 6.19, from take commercially reasonable actions necessary to make Transferred Employees who are then employed by the Purchaser and knowledgeable with respect to the matter in question available to the Sellers after the Closing Date until with respect to any Action to which a Seller is or becomes a party or is otherwise involved with regard to the date that is eighteen (18) months Business, commenced after the Closing Date. The Purchaser agrees to use commercially reasonable efforts to provide that any such employees who terminate their employment with the Purchaser or any of its Affiliates and enter into termination agreements or similar agreements, Seller and Purchaser shallarrangements or understandings, subject will be obligated to continue to assist the terms of this Section 6.22, cooperate with each other Sellers in the investigation, evaluation or defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedingsmatters, examination whether as consultants, expert witnesses, or audit (other than Legal Proceedings between Seller otherwise. The Parent and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply)Bank will, and shall preserve will cause DAF to, jointly and retain all such records severally, reimburse the Purchaser for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information of the disclosing party) incurred by the Party providing Purchaser in connection with requests by any Seller pursuant to this Section 5.11 (excluding salary and fringe benefits paid to such cooperation and by its officers, directors, employees and agents, and any applicable Taxes in connection therewithrelated direct or indirect overhead). (b) From The Sellers and after the Effective DatePurchaser shall cooperate, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of to the Transactions, extent reasonably requested by the Transaction Documents or the Services Agreement) arising directly from the development, commercialization or manufacture of the Productsother, in each casethe handling and disposition of any Actions, by Seller whether or its Affiliates after January 9, 2018 not listed on the Disclosure Schedules and whether or not pending or threatened prior to the Closing without Closing, that arise out of or are related to any event or occurrence with respect to the Business prior written consent to the Closing; provided, however, that the party ultimately responsible for discharging such Action shall have the authority to take such actions as it deems necessary or advisable, in its sole discretion, to discharge such Action, subject, however, to the provisions of Purchaser this Agreement. (which consent will not c) The Sellers shall be unreasonably withheldentitled to keep copies of all litigation filings, delayed correspondence, Books and Records and other documentation of any kind that the Sellers reasonably determine are necessary or conditioned), if such settlement or compromise would (i) materially desirable in connection with its handling and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliatesdisposition of Actions.

Cooperation in Litigation. (a) Subject to Section 6.19, from the Closing Date until the date that is eighteen (18) months From and after the Closing Date, Seller Sellers and Purchaser shall, subject to the terms of this Section 6.22, Buyer shall reasonably cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business Business, the Products, or the Transferred Intellectual Property prior to or after the Closing (other than Legal Proceedings (i) Actions between a Seller and Purchaser Buyer or their respective Affiliates arising out of this Agreement and the TransactionsAncillary Agreements, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperationwhich applicable rules of discovery shall apply). In connection therewith, from and after the Closing Date, each of Seller Sellers and Purchaser Buyer shall, and shall cause its Controlled Affiliates to, make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Business, Acquired Assets, the Assumed Liabilities Liabilities, the Excluded Assets (to the extent related to the Business), and the Retained Excluded Liabilities (to the extent related to the Business) held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (other than Legal Proceedings Actions between a Seller and Purchaser Buyer or their respective Affiliates arising out of the Transactions, the Transaction Documents this Agreement or the Services AgreementAncillary Agreements, with respect to which applicable rules of discovery shall apply), and shall, and shall cause its Controlled Affiliates to, preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, ; provided that neither Seller Sellers nor Purchaser Buyer shall be obligated pursuant to this Section 6.22 to 6.13 ‎to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party Party is subject to. The Party requesting such cooperation shall pay to or violate the reasonable outattorney-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information client privilege of the disclosing partyParty. In addition, with respect to Proceedings relating to the Transferred Intellectual Property, including Proceedings related to the filing of ANDAs or Section 505(b)(2) incurred NDAs related to the Products or any similar actions before any Governmental Authority or Regulatory Authority, Sellers shall reasonably cooperate with Buyer by (i) providing reasonable access to Buyer (and its Affiliates and counsel) to the Party records and information of Sellers and their Affiliates that are reasonably relevant to such Proceedings, (ii) providing such cooperation and by its officers, directors, reasonable access to the employees and agentscontractors of Sellers and their Affiliates for providing information that is reasonably relevant to such Proceedings, including making a reasonable number of employees and/or contractors available to appear at depositions and/or trial in such Proceedings, and any applicable Taxes (iii) to execute all necessary and proper papers and instruments, and to make all rightful oaths and declarations, as may be necessary in connection therewith. (b) From and after the Effective Date, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement) arising directly from the development, commercialization or manufacture of the Productssuch Proceedings, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser cases (which consent will not be unreasonably withheld, delayed or conditionedi), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliatesand (iii) to the extent within Sellers’ control and at Buyer’s expense.

Cooperation in Litigation. (a) Subject The Purchaser agrees to Section 6.19, from take commercially reasonable actions necessary to make Transferred Employees who are then employed by the Purchaser and knowledgeable with respect to the matter in question available to the Sellers after the Closing Date until the date that is eighteen (18) months after the Closing Date, Seller and Purchaser shall, subject to the terms of this Section 6.22, cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of any Action to which a Seller and Purchaser shall make available is or becomes a party or is otherwise involved with regard to the other during normal business hours Business. The Purchaser agrees to use commercially reasonable efforts to provide that any such employees who terminate their employment with the Purchaser or any of its Affiliates and upon reasonable prior written noticeenter into termination agreements or similar agreements, but without unreasonably disrupting its businessarrangements or understandings, all records will be obligated to continue to assist the extent relating to Sellers in the Purchased Assetsinvestigation, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the evaluation or defense or investigation of any such Legal Proceedingsmatters, examination whether as consultants, expert witnesses, or audit (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject tootherwise. The Party requesting such cooperation shall pay Sellers will, jointly and severally, reimburse the Purchaser for reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information of the disclosing party) incurred by the Party providing Purchaser in connection with requests by any Seller pursuant to this Section 5.10 (excluding salary and fringe benefits paid to such cooperation and by its officers, directors, employees and agents, and any applicable Taxes in connection therewithrelated direct or indirect overhead). (b) From The Sellers and after the Effective DatePurchaser shall cooperate, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of to the Transactions, extent reasonably requested by the Transaction Documents or the Services Agreement) arising directly from the development, commercialization or manufacture of the Productsother, in each casethe handling and disposition of any Actions, by Seller whether or its Affiliates after January 9, 2018 and not pending or threatened prior to the Closing without Closing, that arise out of or are related to any event or occurrence with respect to the Business prior written consent to the Closing; provided, however, that the party ultimately responsible for discharging such Action shall have the authority to take such actions as it deems necessary or advisable, in its sole discretion, to discharge such Action, subject, however, to the provisions of Purchaser this Agreement. (which consent will not c) The Sellers shall be unreasonably withheldentitled to keep copies of all litigation filings, delayed correspondence, Books and Records and other documentation of any kind that the Sellers reasonably determine are necessary or conditioned), if such settlement or compromise would (i) materially desirable in connection with its handling and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliatesdisposition of Actions.

Cooperation in Litigation. (a) Subject to Section 6.19, from the Closing Date until the date that is eighteen (18) months From and after the Closing Date, Seller Sellers and Purchaser shall, subject to the terms of this Section 6.22, Buyer shall reasonably cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business Business, the Products, or the Transferred Intellectual Property prior to or after the Closing (other than Legal Proceedings (i) Actions between a Seller and Purchaser Buyer or their respective Affiliates arising out of this Agreement and the TransactionsAncillary Agreements, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperationwhich applicable rules of discovery shall apply). In connection therewith, from and after the Closing Date, each of Seller Sellers and Purchaser Buyer shall, and shall cause its Controlled Affiliates to, make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Business, Acquired Assets, the Assumed Liabilities Liabilities, the Excluded Assets (to the extent related to the Business), and the Retained Excluded Liabilities (to the extent related to the Business) held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (other than Legal Proceedings Actions between a Seller and Purchaser Buyer or their respective Affiliates arising out of the Transactions, the Transaction Documents this Agreement or the Services AgreementAncillary Agreements, with respect to which applicable rules of discovery shall apply), and shall, and shall cause its Controlled Affiliates to, preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, ; provided that neither Seller Sellers nor Purchaser Buyer shall be obligated pursuant to this Section 6.22 6.13 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party Party is subject to. The Party requesting such cooperation shall pay to or violate the reasonable outattorney-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information client privilege of the disclosing partyParty. In addition, with respect to Proceedings relating to the Transferred Intellectual Property, including Proceedings related to the filing of ANDAs or Section 505(b)(2) incurred NDAs related to the Products or any similar actions before any Governmental Authority or Regulatory Authority, Sellers shall reasonably cooperate with Buyer by (i) providing reasonable access to Buyer (and its Affiliates and counsel) to the Party records and information of Sellers and their Affiliates that are reasonably relevant to such Proceedings, (ii) providing such cooperation and by its officers, directors, reasonable access to the employees and agentscontractors of Sellers and their Affiliates for providing information that is reasonably relevant to such Proceedings, including making a reasonable number of employees and/or contractors available to appear at depositions and/or trial in such Proceedings, and any applicable Taxes (iii) to execute all necessary and proper papers and instruments, and to make all rightful oaths and declarations, as may be necessary in connection therewith. (b) From and after the Effective Date, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement) arising directly from the development, commercialization or manufacture of the Productssuch Proceedings, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser cases (which consent will not be unreasonably withheld, delayed or conditionedi), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliatesand (iii) to the extent within Sellers’ control and at Buyer’s expense.

Cooperation in Litigation. (a) Subject to Section 6.196.26, from the Closing Date until the date that is eighteen (18) months after the Closing Date, [***] Seller and Purchaser shall, subject to the terms of this Section 6.22, 6.30 cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Business prior to or after the Closing (other than Legal Proceedings (i) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, Ancillary Agreements or the Commercialization Post-Transfer Supply Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, and except as set forth in any Ancillary Agreement or the Post-Transfer Supply Agreement, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents Ancillary Agreements or the Services Post-Transfer Supply Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 6.30 to disclose any document or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information of the disclosing party) incurred by the Party providing such cooperation and by its officers, directors, employees and agents, and any applicable Taxes in connection therewith.[***] (b) From and after the Effective Date, Seller shall not settle or compromise any Legal Proceeding [***] (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreementc) arising directly from the development, commercialization or manufacture of the Products, in each case, by Seller or its Affiliates after January 9, 2018 and prior to the Closing without the prior written consent of Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), if such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliates.[***]

Cooperation in Litigation. (a) Subject Buyer agrees to Section 6.19take commercially reasonable actions necessary to make all Books and Records and any officers, from employees and agents who are knowledgeable with respect to the matter in question available to UICI and its authorized representatives after the Closing Date until with respect to any action, suit, arbitration, proceeding, investigation or regulatory inquiry ("Actions") to which UICI or its Affiliates are a party or are otherwise involved with regard to the date that is eighteen (18) months UCS Business, whether commenced before or after the Closing Date, Seller all of which actions shall be deemed Excluded Assets and/or excluded from the Assumed Liabilities. UICI and Purchaser shall, subject to the terms of this Section 6.22, cooperate with each other in the defense or prosecution of any Legal Proceedings, examination or audit instituted prior to the Closing or that may be instituted thereafter against or by either Party relating to or arising its authorized representatives shall reimburse Buyer for all reasonable out of pocket expenses for providing such access and, if the conduct of the Business prior to or after the Closing aggregate Salary Expense for all such officers and employees (other than Legal Proceedings (iDavix Xxxxxxxxxx) between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents, the Services Agreement, or the Commercialization Agreement, (ii) between Purchaser and any counterparty to a settlement agreement in which Seller executed prior to the Closing, including the Excluded Contract, or (iii) in which, based on the advice of counsel, a conflict of interest exists between Seller and Purchaser with respect to such cooperation). In connection therewith, from and after the Closing Date, each of Seller and Purchaser shall make xxde available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating to the Purchased Assets, the Assumed Liabilities and the Retained Liabilities held by it and reasonably necessary to permit the defense or investigation of any such Legal Proceedings, examination or audit (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents or the Services Agreement, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for the length of time contemplated by its standard record retention policies and schedules, provided that neither Seller nor Purchaser shall be obligated pursuant to this Section 6.22 to disclose any document 9.6 shall exceed $50,000, UICI shall reimburse Buyer for such excess promptly following Buyer's written request therefor (which request shall show the calculation of such Salary Expense in reasonable detail). UICI or information, the disclosure of which would violate the terms of any binding confidentiality agreements the disclosing party is subject to. The Party requesting its representative also shall be responsible for all such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements, and including the reasonably necessary costs of any redactions required in the event requested materials are mixed with other sensitive information of the disclosing party) incurred by the Party providing any such cooperation and by its officers, directors, employees and agents. Buyer agrees to use commercially reasonable efforts to provide that any such persons who terminate their relationships with the Buyer or any of its Affiliates and enter into termination agreements or similar agreements, and arrangements or understandings will be obligated to continue to assist UICI in the investigation, evaluation or defense of any applicable Taxes in connection therewithsuch matters, whether as consultants, expert witnesses or otherwise. (b) From Buyer and after its Affiliates will not provide information relating to the Effective Date, Seller shall not settle or compromise any Legal Proceeding (other than Legal Proceedings between Seller and Purchaser or their respective Affiliates arising out of the Transactions, the Transaction Documents UCS Business or the Services Agreement) arising directly from operations thereof to any Person if the developmentBuyer has knowledge or could reasonably assume that such information is being requested in connection with any litigation, commercialization arbitration or manufacture other proceeding in which UICI or any of the Products, in each case, by Seller or its Affiliates after January 9is a party. If Buyer or any of its Affiliates becomes legally compelled (by deposition, 2018 and prior interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to the Closing without the disclose such material. Buyer will provide UICI with prompt prior written consent notice of Purchaser (which consent will such requirement so that UCIC may seek a protective order or other appropriate remedy to prevent the dissemination of such information. In the event that such protective order or other remedy is not be unreasonably withheldobtained, delayed or conditioned)that UICI waives compliance with the terms hereof, if Buyer agrees to furnish only such settlement or compromise would (i) materially and adversely limit or restrict Purchaser’s rights to commercialize the Products in the United States following the Closing or (ii) directly impose any Liability on Purchaser or its Affiliatesinformation that it reasonably believes is legally required.