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:
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.
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, 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.
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, the Seller and its Affiliates shall provide such cooperation as the Purchaser or its counsel may reasonably request in connection with (i) any Proceeding related to the conduct of the Business prior to the Closing which is pending or threatened at the time of Closing or thereafter and to which the Purchaser or the Partnership is a party, and (ii) any Proceeding for which the Seller is entitled to indemnification from the Purchaser under Section 8.3 hereof. Such cooperation shall include, but not be limited to, making employees of the Seller 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. After the Closing, the Purchaser shall provide such cooperation as the Seller or its counsel may reasonably request in connection with (i) any Proceeding relating to the conduct of the Business prior to the Closing which is pending or threatened at the time of Closing or thereafter and to which the Seller is a party; and (ii) any Proceeding for which the Purchaser is entitled to indemnification from the Seller under Section 8.2 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 the Seller or its counsel to consult with and assist the Seller and its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings. The provisions of this Section 7.3 are not intended to conflict with, and shall not override the provisions of, Article 8 hereof. To the extent not covered under the indemnification provisions of Article 8 hereof, (i) any out-of-pocket expenses incurred by the Seller and its Affiliates in connection with cooperation provided under Section 7.3(a) shall be paid by the Purchaser and (ii) any out-of-pocket expenses incurred by the Purchaser and its Affiliates in connection with cooperation provided under Section 7.3(b), shall be paid by the Seller.
Cooperation in Third-Party Litigation. (a) After the Closing, the Shareholders and the CPI Shareholders shall provide such cooperation as SFBC and SFBC Miami or their counsel may reasonably request in connection with: (i) any proceedings related to the business of CPF or CPI; (ii) CPF's or CPI's conduct of their business prior to the Closing; or (iii) any proceedings for which SFBC and SFBC Miami is entitled to indemnification from the Shareholders or the CPI Shareholders under Section 9.1. Such cooperation shall include, but not be limited to, allowing former employees of CPF available upon the reasonable request of SFBC and SFBC Miami or their counsel to consult with and assist SFBC and SFBC Miami 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.
Cooperation in Third-Party Litigation. (a) After the Closing, in connection with any third-party claims or disputes, Sellers shall provide such cooperation as Buyer or its counsel may reasonably request in connection with (i) any proceedings related to the Purchased Assets, Assumed Liabilities or Sellers' conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Buyer or any Affiliate of Buyer is a party, and (ii) any proceedings for which Sellers are entitled to indemnification from Buyer under Article 9. Such cooperation shall include, but not be limited to, making employees of Sellers available upon the reasonable request and at the expense of Buyer (except to the extent such expenses are indemnifiable Losses) or its counsel to consult with and assist Buyer 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.
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 ST Business or the ST Transferred Assets, ST Transferred Liabilities, ST Transferred Entities, provided that the Party making such request FINAL ATTACHMENT TO MASTER AGREEMENT 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.
