Cooperation in the Defense of Claims. In the event that an Indemnifiable Claim is asserted, the Indemnifying Party and the Indemnified Party shall each cooperate in all reasonable respects with the other. Such cooperation shall include making available on reasonable notice during normal business hours at the cost of the Indemnifying Party such business records as relate to the Business and the transactions contemplated by this Agreement and suitable personnel with knowledge of the foregoing.
Cooperation in the Defense of Claims. In the event that a claim is asserted against Buyer, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Assets prior to the Closing, Sellers shall cooperate with Buyer in the defense of any such claim.
Cooperation in the Defense of Claims. In the event that a claim is asserted against HSNS, any of its direct or indirect subsidiaries or affiliates, or May with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of Business prior to the Closing, or the ownership, possession, use or sale of May's assets prior to the Closing, the Shareholder shall cooperate with HSNS and May in the defense of any such claim.
Cooperation in the Defense of Claims. In the event that a claim is asserted against Buyer or any of its officers, directors, shareholders, employees or agents with respect to events or conditions occurring or existing in connection with or arising out of the operation of the Business prior to the Closing or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller shall cooperate in all reasonable respects in the defense of any such claim. Nothing in this Section 7.3 shall be construed as limiting in any way whatsoever Buyer’s rights under Article IX.
Cooperation in the Defense of Claims. (i) In the event that a claim is asserted against Buyer, any of its direct or indirect Subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller shall reasonably cooperate with Buyer in the defense of any such claim. If such claim does not give rise to a claim for indemnity by Buyer against Seller pursuant to Article XI hereof, Buyer shall hold harmless Seller for its out-of-pocket expenses arising from Seller's cooperation.
(ii) In the event that a claim is asserted against Seller, any of its direct or indirect Subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing, or the ownership, possession, use or sale of the Acquired Assets after the Closing, Buyer shall reasonably cooperate with Seller in the defense of any such claim. If such claim does not give rise to a claim for indemnity of Seller against Buyer pursuant to Article XI hereof, Seller shall hold harmless Buyer for its out-of-pocket expenses arising from Buyer's cooperation.
Cooperation in the Defense of Claims. In the event that an Indemnifiable Claim is asserted, the Indemnifying Party and the Indemnified Party shall each cooperate in all reasonable respects with the other. Such cooperation shall include making available on reasonable notice during normal business hours at the cost of the Indemnifying Party such business records as relate to the Business and the transactions contemplated hereby and suitable personnel with knowledge of the foregoing.
Cooperation in the Defense of Claims. (i) In the event that a claim is asserted against the Buyer, Merger Sub or their stockholders, directors, officers or employees, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Assets of the Business prior to the Closing, the Company and the Sellers shall reasonably cooperate with the Buyer and Merger Sub in the defense of any such claim, the cost of which will be borne by Buyer. If such claim does not give rise to a claim for indemnity by the Buyer or Merger Sub against the Company or the Sellers pursuant to the terms of this Agreement, the Buyer shall hold harmless the Company and the Sellers for their out-of-pocket expenses arising from their cooperation.
(ii) In the event that a claim is asserted against any of the Sellers, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing, or the ownership, possession, use or sale of the Assets of the Business after the Closing, the Buyer shall reasonably cooperate with the Sellers in the defense of any such claim, the cost of which will be borne by Sellers. If such claim does not give rise to a claim for indemnity of the Sellers against the Buyer pursuant to the terms of this Agreement, the Sellers shall hold harmless the Buyer for its out-of-pocket expenses arising from the Buyer’s cooperation.
Cooperation in the Defense of Claims. If and for so long as any party to this Agreement is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with the Restructuring, the Transaction or any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving any of the Companies, each of the other parties to this Agreement will reasonably cooperate with him, her or it and his, her or its counsel or insurers in the contest or defense, make available their personnel and provide such testimony and access to their books and records as may be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party unless the contesting or defending party is entitled to indemnification therefor under Article IX or otherwise.
Cooperation in the Defense of Claims. If a claim is asserted against Buyer, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller will cooperate with Buyer in the defense of any such claim. If a claim is asserted against Xxxxxx, Seller, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing, or the ownership, possession or use of the Acquired Assets after the Closing, Buyer will cooperate with Xxxxxx, Seller or such subsidiary or Affiliate in the defense of any such claim.
Cooperation in the Defense of Claims. In the event that a claim is asserted against Purchaser, any of its direct or indirect subsidiaries or the Corporation with respect to transactions, matters, events, or conditions occurring or existing prior to the Date of the Closing, Jamberry agrees to fully cooperate with Purchaser in the defense of any such claim.
