Cooperation in Third-Party Litigation. (a) After the Closing, Seller and Stockholders shall provide such cooperation as Parent and Purchaser or their counsel may reasonably request in connection with: (i) any proceedings related to the Business; (ii) Seller's conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Purchaser is a party; or (iii) any proceedings for which Parent and Purchaser is entitled to indemnification from Seller (or the Stockholders) under Section 12.01. Such cooperation shall include, but not be limited to, making employees of Seller or Stockholders available upon the reasonable request and at the expense of Purchaser or its counsel to consult with and assist Parent and Purchaser and their counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings.
(b) Parent and Purchaser agree that after the Closing, they shall provide such cooperation as Seller, Stockholders or their counsel may reasonably request in connection with: (i) any proceedings relating to the Business which are hereafter pending or threatened and to which Seller is a party; and (ii) any proceedings for which Seller or any Stockholder is entitled to indemnification from Parent and Purchaser under Section 12.02 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser available upon the reasonable request and at the expense of Seller, Stockholders or their counsel to consult with and assist Seller, Stockholders and their counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings.
(c) The provisions of this Section 9.03 are not intended to conflict with, and shall not override the other provisions of this Agreement.
Cooperation in Third-Party Litigation. After the Closing, Buyer ------------------------------------- shall provide such cooperation as Seller or its counsel may reasonably request in connection with (a) any proceedings for which Buyer is entitled to indemnification from Seller under Section 9.2.1 hereof; and (b) the Excluded Liabilities. Such cooperation shall include, but not be limited to: (i) making available at the reasonable request of Seller or its counsel and permitting Seller and its counsel, to make and retain copies of, any and all documents in the possession of or otherwise available to Buyer; (ii) making available upon the reasonable request of Seller or its counsel, employees and other persons within the control of or available to Buyer to consult with and assist Seller and its counsel and to prepare for and testify in connection with any proceedings, including depositions, trials and arbitration proceedings; and (iii) making available at the reasonable request of Seller or its counsel such other resources as may be within the control of or available to Buyer. Seller shall reimburse Buyer for Buyer's reasonable, documented out-of-pocket expenses incurred (including such items as travel costs, but not including any employee salaries or overhead) in connection with fulfilling its obligations under this Section 7.6.
Cooperation in Third-Party Litigation. After the Closing, the Company shall, at Saflink’s cost (which cost shall be approved by Saflink), provide such cooperation as Saflink or its counsel may reasonably request in connection with any proceedings relating to the Transferred Assets or the Intellectual Property Rights which are hereafter pending or threatened and to which Saflink is a party; and any proceedings for which the Company is entitled to indemnification from Saflink under Article VI hereof. Such cooperation shall include, but not be limited to: (a) making available at the reasonable request of Saflink or its counsel, and permitting Saflink and its counsel to make and retain copies of, any and all documents in the possession of or otherwise available to the Company; (b) making available upon the reasonable request of Saflink or its counsel employees and other persons within the control of or available to the Company to consult with and assist Saflink and its counsel regarding any such proceedings and to prepare for and testify truthfully in connection with any such proceedings, including depositions, trials and arbitration proceedings; and (c) making available at the reasonable request of Saflink or its counsel such other resources as may be within the control of, or available to, the Company. Notwithstanding the foregoing, the Company need not cooperate with Saflink in the event the Company’s Board of Directors determines, based on the reasonable advice of the Company’s counsel, that the Company’s interests are adverse to the interests of Saflink in any such proceeding, pending or threatened.
Cooperation in Third-Party Litigation. (a) After the Closing, each Party shall provide such assistance and cooperation as the other Party or its counsel may reasonably request in connection with any Claims or Proceedings relating to the Business and the Transferred Assets, the Assumed Liabilities or the Business; provided that such duty to assist and cooperate shall be at the cost of the Party making such request.
(b) Without limiting the generality of the foregoing, with respect to the Transferred Employees, Buyer shall, upon Seller's reasonable request and at Seller's expense, make each such Transferred Employee reasonably available to Seller for meetings and/or teleconferences in preparation for depositions or any judicial proceedings in connection with any Claims or Proceedings relating to the Business and the Transferred Assets, the Assumed Liabilities or the Business, provided that such availability does not materially interfere with the Transferred Employees performance of his or her duties. In addition, Seller shall be permitted to retain copies of and use all documents (whether hard copy, electronic or otherwise) transferred as part of the Transferred Assets, or in the possession of the Transferred Employees, that relate to any Claims, Proceedings or investigations relating to the Business and the Transferred Assets, the Assumed Liabilities or the Business.
Cooperation in Third-Party Litigation. (a) After the Closing, each party shall provide such assistance and cooperation as the other party or its counsel may reasonably request in connection with any Claims, Legal Proceedings or investigations relating to the Purchased Assets, the Excluded Assets, the Excluded Liabilities or the Assumed Liabilities; provided that such duty to assist and cooperate shall be at the cost of the party making such request.
(b) Without limiting the generality of the foregoing, with respect to the Transferred Employees, Purchaser shall, upon Seller’s reasonable request, make each such Transferred Employee reasonably available to Seller, at Seller’s expense (actual out-of-pocket expense only, excluding any time-charge or overhead), for meetings and/or teleconferences in preparation for depositions or any Legal Proceedings in connection with any Claims, Legal Proceedings or investigations relating to the Purchased Assets or the Assumed Liabilities. In addition, Seller shall be permitted to retain copies of and use all documents (whether hard copy, electronic or otherwise) transferred as part of the Purchased Assets, or in the possession of the Transferred Employees, that relate to any Claims, Legal Proceedings or investigations relating to the Purchased Assets or the Assumed Liabilities.
Cooperation in Third-Party Litigation. Each Party shall provide such assistance and cooperation as the other Party or its counsel may reasonably request in connection with any claims, Proceedings or investigations relating to the Intel Business or the Intel Transferred Assets, Intel Transferred Liabilities, Intel Transferred Entities; provided, that the Party making such request shall reimburse each such other Party for its reasonable and documented out-of-pocket costs and expenses in providing such assistance; provided, that such assistance shall not unreasonably interfere with the business and operations of any such other Party.
Cooperation in Third-Party Litigation. After the Closing Date, the Purchaser agrees, at no expense to the Purchaser, to provide such cooperation as any Shareholder or its counsel may reasonably request in connection with:
(a) any proceedings relating to any of the Companies which are hereafter pending or threatened and to which such Shareholder is a party; and
(b) any proceedings for which the Purchaser is entitled to indemnification from such Shareholder under Section 10.1 hereof. Such cooperation shall include, but not be limited to, making employees of the Purchaser available upon the reasonable request and at the expense of such Shareholder or its counsel to consult with and assist such Shareholder and its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings.
Cooperation in Third-Party Litigation. (a) After the Closing, Caprius shall provide such cooperation as EMT or their counsel may reasonably request in connection with: (i) any proceedings related to the business of the Strax Institute or New Strax; (ii) the Strax Institute or New Strax's conduct of their business prior to the Closing; or (iii) any proceedings for which EMT is entitled to indemnification from Caprius under Section 6.1. Such cooperation shall include, but not be limited to, making employees of Caprius available upon the reasonable request of EMT or their counsel to consult with and assist EMT and their counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings.
(b) EMT agrees that after the Closing, it shall provide such cooperation as Caprius or its counsel may reasonably request in connection with: (i) Caprius's conduct of the Strax Institute Business prior to the Closing; and (ii) any proceedings for which Caprius is entitled to indemnification from EMT under Section 6.2 hereof. Such cooperation shall include, but not be limited to, making employees of New Strax or EMT available upon the reasonable request of Caprius or its counsel to consult with and assist Caprius and its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings.
(c) The provisions of this Section 5.2 are not intended to conflict with, and shall not override the other provisions of this Agreement.
Cooperation in Third-Party Litigation. After the Closing Date, the Shareholder agrees, at no expense to it, to provide such cooperation as the Purchaser or its counsel may reasonably request in connection with:
(a) any proceedings related to the Company and/or any of its assets which are hereafter pending or threatened and to which the Company, the Purchaser and/or any Affiliate of any of them is a party, and
(b) any proceedings for which the Shareholder is entitled to indemnification from the Purchaser under Section 11.2. Such cooperation shall include, but not be limited to, making employees of the Shareholder available upon the reasonable request and at the expense of the Purchaser or its counsel to consult with and assist the Purchaser and its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. The obligations of the Shareholder under this Section 5.6 shall survive the Closing without limitation as to time.
Cooperation in Third-Party Litigation. After the Closing Date, the Purchaser agrees, at no expense to the Purchaser, to provide such cooperation as the Shareholder or its counsel may reasonably request in connection with:
(a) any proceedings relating to the Company which are hereafter pending or threatened and to which the Shareholder is a party; and
(b) any proceedings for which the Purchaser is entitled to indemnification from the Shareholder under Section 11.1. Such cooperation shall include, but not be limited to, making employees of the Purchaser available upon the reasonable request and at the expense of the Shareholder or its counsel to consult with and assist the Shareholder and its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings and making the Books and Records of the Company for periods prior to the Closing Date available to the Company for copying at reasonable times. The obligations of the Purchaser under this Section 6.2 shall survive the Closing without limitation as to time.
