Common use of Cooperation in Third-Party Litigation Clause in Contracts

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, 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 49 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, 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 147 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.