Common use of Cooperation with Litigation Clause in Contracts

Cooperation with Litigation. From and after the Closing Date, each of Seller and Purchaser will, and will cause its Affiliates and their respective employees to, use reasonable best efforts to cooperate with the other Party, its Affiliates and their respective Representatives (at such other Party’s sole cost and expense) with respect to any third-party claims or third-party lawsuits relating to the Business which cooperation, in each case, will include furnishing or causing to be furnished by Purchaser or Seller, as applicable (and its Affiliates and their respective employees) records, information and deposition and trial testimony, and attendance at trial, as reasonably requested by Seller or Purchaser, as applicable, its Affiliates or their respective Representatives. Notwithstanding the foregoing, with regard to the pending Actions with respect to the Boca Raton Litigation, Purchaser agrees that (a) XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx will continue to participate in and manage such Actions following the Closing, all in a manner consistent with the levels of such participation and management prior to the Closing, at no cost to Seller (provided, that to the extent that Purchaser or any of its Affiliates (including, following the Closing, any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, out-of-pocket expenses (including travel, hotel, meals and other disbursements) incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise as a result of the law firm or firms, or their respective successors, representing the Conveyed Companies and the other defendants in connection with such Actions, including any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, Seller, the applicable Conveyed Companies and the other defendants containing the requisite conflict waiver.

Cooperation with Litigation. (a) From and after the Closing Date, each of Seller and Purchaser willwill provide and, and will as applicable, cause its Affiliates employees and its Subsidiaries and their respective employees toto provide, use all such reasonable best efforts cooperation to cooperate with the other PartySeller, its Affiliates and their respective Representatives (at such other Party’s sole cost and expense) with respect to any third-third party claims or third-party lawsuits relating to (i) the Business that relate to periods on or after the Closing or (ii) the Retained Liabilities, which cooperation, in each case, cooperation will include furnishing or causing to be furnished by Purchaser or Seller, as applicable (and its Affiliates and their respective employees) records, information information, and deposition and trial testimony, testimony and attendance at trial, preparation as reasonably requested by Seller or Purchaser, as applicableSeller, its Affiliates or their respective Representatives. Notwithstanding the foregoing, with regard to the pending Actions with respect to the Boca Raton Litigation, Purchaser agrees that (a) XxxxXxx Xxxxxxxx Seller shall bear any and Xxxxx Xxxxxxxx will continue to participate in and manage such Actions following the Closing, all in a manner consistent with the levels of such participation and management prior to the Closing, at no cost to Seller (provided, that to the extent that Purchaser or any of its Affiliates (including, following the Closing, any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, reasonable out-of-pocket costs and expenses (including travel, hotel, meals and other disbursements) actually incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out Purchaser, its Affiliates or their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser respective employees or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise Representatives as a result of complying with this Section 5.22(a), except to the law firm extent Seller is entitled to indemnification pursuant to Section 7.6 or firmsArticle VIII. (b) From and after the Closing Date, Seller will provide and, as applicable, cause its employees and its Affiliates and their employees to provide, all such reasonable cooperation to Purchaser, its Affiliates and their respective Representatives with respect to any third party claims or lawsuits relating to (i) the Business that relate to periods prior to the Closing or (ii) the Assumed Liabilities, which cooperation will include furnishing or causing to be furnished by Seller (and its employees) records, information, and deposition and trial testimony and preparation as reasonably requested by Purchaser, its Affiliates or their respective successors, representing the Conveyed Companies Representatives. Purchaser shall bear any and the other defendants in connection with such Actions, including any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies all reasonable out-of-pocket costs and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, expenses actually incurred by Seller, its Affiliates or their respective employees or Representatives as a result of complying with this Section 5.22(b), except to the applicable Conveyed Companies and the other defendants containing the requisite conflict waiverextent Purchaser is entitled to indemnification pursuant to Section 7.6 or Article VIII.

Cooperation with Litigation. (a) From and after the Closing Date, each of Seller and Purchaser willBuyer will provide and, and will as applicable, cause its Affiliates employees and its Subsidiaries and their respective employees toto provide, use all such reasonable best efforts cooperation to cooperate with the other PartySeller, its Affiliates Subsidiaries and their respective Representatives (at such other Party’s sole cost and expense) with respect to any third-third party claims or third-party lawsuits Actions relating to the operation of the Business on or after the Closing, which cooperation, in each case, cooperation will include (i) furnishing or causing to be furnished by Purchaser or Seller, as applicable (Buyer and its Affiliates Subsidiaries (and their respective employees) records, information information, and deposition and trial testimony, testimony and attendance at trial, preparation that is not Confidential Information or privileged attorney-client or work product as reasonably requested by Seller, its Subsidiaries or their respective Representatives, and (ii) taking commercially reasonable steps to ensure that the Transferred Entities are named as a defendant in such Action and that Seller or Purchaserits Affiliates are not named as defendants in such Action (with respect to Actions relating to the operation of the Business on or after the Closing); provided that (A) no such cooperation shall unreasonably interfere with the operation of the Business of Buyer or any of its Affiliates, (B) such cooperation shall otherwise be subject to the Access Limitations (which shall apply mutatis mutandis), (C) notwithstanding anything to the contrary in this Section 7.10(a), Buyer shall only be obligated to cause any Person to cooperate with Seller in such matters if and for so long as Buyer is capable of directing the actions of such Person and (D) in connection with removing Seller or its Affiliates as a defendant named therein, Seller shall reasonably cooperate with Buyer and the Transferred Entities with respect thereto. (b) From and after the Closing Date, Seller will provide and, as applicable, cause its Affiliates or employees and its Subsidiaries and their employees to provide, all such reasonable cooperation to Buyer, its Subsidiaries and their respective Representatives. Notwithstanding the foregoing, with regard to the pending Actions Representatives with respect to any third party claims or Actions relating to (i) the Boca Raton Litigation, Purchaser agrees Business that (a) XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx will continue relate to participate in and manage such Actions following the Closing, all in a manner consistent with the levels of such participation and management periods prior to the Closing, at (ii) the Assumed Liabilities or (iii) the Excluded Liabilities, which cooperation will include (x) furnishing or causing to be furnished by Seller and its Subsidiaries (and their respective employees) records, information, and deposition and trial testimony and preparation that is not Confidential Information or privileged attorney-client or work product as reasonably requested by Buyer, its Subsidiaries or their respective Representatives and (y) in the case of Actions relating to Excluded Liabilities, taking commercially reasonable steps to ensure that the Seller or its Affiliates are named as a defendant in such Action and that Buyer or its Affiliates are not named as defendants in such Action; provided that (A) no cost to such cooperation shall unreasonably interfere with the operation of the business of Seller (provided, that to the extent that Purchaser or any of its Affiliates, (B) such cooperation shall otherwise be subject to the Access Limitations (which shall apply mutatis mutandis), (C) notwithstanding anything to the contrary in this Section 7.10(b), Seller shall only be obligated to cause any Person to cooperate with Buyer in such matters if and for so long as Seller is capable of directing the actions of such Person and (D) in connection with removing Buyer or its Affiliates (includingas a defendant named therein, following the Closing, Buyer shall reasonably cooperate with Seller and its Affiliates with respect thereto. Buyer shall bear any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, and all reasonable out-of-pocket costs and expenses (including travel, hotel, meals and other disbursements) actually incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out Seller, its Subsidiaries or their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser respective employees or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise Representatives as a result of complying with this Section 7.10(b) to the law firm extent such Action relates to the Business or firms, or their respective successors, representing the Conveyed Companies and the other defendants in connection with such Actions, including any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, Seller, the applicable Conveyed Companies and the other defendants containing the requisite conflict waiverAssumed Liabilities.

Cooperation with Litigation. (a) From and after the Closing Date, each of Seller and Purchaser willsubject to this Section 6.17, and Buyer will provide and, as applicable, cause its Affiliates employees and its Subsidiaries and their respective employees toto provide, use all such reasonable best efforts cooperation to cooperate with the other PartySeller, its Affiliates Subsidiaries and their respective Representatives (at such other Party’s sole cost and expense) with respect to any third-third party claims or third-party lawsuits Proceedings relating to the Business Excluded Liabilities, which cooperation, in each case, cooperation will include furnishing or causing to be furnished by Purchaser or Seller, as applicable (Buyer and its Affiliates Subsidiaries (and their respective employees) records, information information, and deposition and trial testimony, testimony and attendance at trial, preparation that is not Confidential Information or privileged attorney-client or work product as reasonably requested by Seller or Purchaser, as applicableSeller, its Affiliates Subsidiaries or their respective Representatives. Notwithstanding the foregoing, with regard to the pending Actions with respect to the Boca Raton Litigation, Purchaser agrees ; provided that (aA) XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx will continue to participate in and manage no such Actions following the Closing, all in a manner consistent cooperation shall unreasonably interfere with the levels operation of such participation and management prior to the Closing, at no cost to Seller (provided, that to the extent that Purchaser business of Buyer or any of its Affiliates Subsidiaries and (includingB) notwithstanding anything to the contrary in this Section 6.17(a), following Buyer shall only be obligated to cause any Person to cooperate with Seller in such matters if and for so long as Buyer is capable of directing the Closing, actions of such Person. Seller shall bear any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, and all reasonable out-of-pocket costs and expenses (including travel, hotel, meals and other disbursements) actually incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out Buyer, its Subsidiaries or their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser respective employees or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise Representatives as a result of complying with this Section 6.17(a). (b) From and after the law firm Closing, Seller will provide and, as applicable, cause its employees and its Subsidiaries and their employees to provide, all such reasonable cooperation to Buyer, its Subsidiaries and their respective Representatives with respect to the Assumed Pending Litigation or firmsany other third party claims or Proceedings relating to the Assumed Liabilities, which cooperation will include furnishing or causing to be furnished by Seller and its Subsidiaries (and their respective employees) records, information, and deposition and trial testimony and preparation as reasonably requested by Buyer, its Subsidiaries or their respective successorsRepresentatives; provided that (A) no such cooperation shall unreasonably interfere with the operation of the business of Seller or any of its Subsidiaries and (B) notwithstanding anything to the contrary in this Section 6.17(b), representing Seller shall only be obligated to cause any Person to cooperate with Buyer in such matters if and for so long as 87 Seller is capable of directing the Conveyed Companies actions of such Person. Buyer shall bear any and the other defendants in connection with such Actions, including any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies all reasonable out-of-pocket costs and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, expenses actually incurred by Seller, the applicable Conveyed Companies and the other defendants containing the requisite conflict waiverits Subsidiaries or their respective employees or Representatives as a result of complying with this Section 6.17(b).

Cooperation with Litigation. (a) From and after the Closing Date, each of Seller and Purchaser willBuyer will provide and, and will as applicable, cause its Affiliates employees and its Subsidiaries and their respective employees toto provide, use all such reasonable best efforts cooperation to cooperate with the other PartySeller, its Affiliates Subsidiaries and their respective Representatives (at such other Party’s sole cost and expense) with respect to the Excluded Pending Litigation or any third-other third party claims or third-party lawsuits Proceedings relating to (i) the Business that relate to periods on or after the Closing or (ii) the Excluded Liabilities, which cooperation, in each case, cooperation will include furnishing or causing to be furnished by Purchaser or Seller, as applicable (Buyer and its Affiliates Subsidiaries (and their respective employees) records, information information, and deposition and trial testimony, testimony and attendance at trial, preparation as reasonably requested by Seller or Purchaser, as applicableSeller, its Affiliates Subsidiaries or their respective Representatives. Notwithstanding the foregoing; provided, with regard to the pending Actions with respect to the Boca Raton Litigationthat, Purchaser agrees that (aA) XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx will continue to participate in and manage no such Actions following the Closing, all in a manner consistent cooperation shall unreasonably interfere with the levels operation of such participation and management prior to the Closing, at no cost to Seller (provided, that to the extent that Purchaser business of Buyer or any of its Affiliates Subsidiaries and (includingB) notwithstanding anything to the contrary in this Section 6.17(a), following Buyer shall only be obligated to cause any person to cooperate with Seller in such matters if and for so long as Buyer is capable of directing the Closing, actions of such person. Seller shall bear any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, and all reasonable out-of-pocket costs and expenses (including travel, hotel, meals and other disbursements) actually incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out Buyer, its Subsidiaries or their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser respective employees or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise Representatives as a result of complying with this Section 6.17(a), except to the law firm extent Seller (or firmsthe Seller Indemnified Parties) is entitled to indemnification therefor pursuant to Article 9. (b) From and after the Closing, Seller will provide and, as applicable, cause its employees and its Subsidiaries and their employees to provide, all such reasonable cooperation to Buyer, its Subsidiaries and their respective Representatives with respect to any third party claims or Proceedings relating to (i) the Business that relate to periods prior to the Closing or (ii) the Assumed Liabilities, which cooperation will include furnishing or causing to be furnished by Seller and its Subsidiaries (and their respective employees) records, information, and deposition and trial testimony and preparation as reasonably requested by Buyer, its Subsidiaries or their respective successorsRepresentatives; provided, representing that, (A) no such cooperation shall unreasonably interfere with the Conveyed Companies operation of the business of Seller or any of its Subsidiaries and (B) notwithstanding anything to the other defendants contrary in connection this Section 6.17(b), Seller shall only be obligated to cause any person to cooperate with Buyer in such Actions, including matters if and for so long as Seller is capable of directing the actions of such person. Buyer shall bear any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, all reasonable out-of-pocket costs and expenses actually incurred by Seller, its Subsidiaries or their respective employees or Representatives as a result of complying with this Section 6.17(b), except to the applicable Conveyed Companies and extent Buyer (or the other defendants containing the requisite conflict waiverBuyer Indemnified Parties) is entitled to indemnification therefor pursuant to Article 9.

Cooperation with Litigation. (a) From and after the Closing Date, each of Seller and Purchaser willBuyer will provide and, and will as applicable, cause its Affiliates employees and its Subsidiaries and their respective employees toto provide, use all such reasonable best efforts cooperation to cooperate with the other PartySeller, its Affiliates Subsidiaries and their respective Representatives (at such other Party’s sole cost and expense) with respect to the Excluded Pending Litigation or any third-other third party claims or third-party lawsuits Proceedings relating to (i) the Business that relate to periods on or after the Closing or (ii) the Excluded Liabilities, which cooperation, in each case, cooperation will include furnishing or causing to be furnished by Purchaser or Seller, as applicable (Buyer and its Affiliates Subsidiaries (and their respective employees) records, information information, and deposition and trial testimony, testimony and attendance at trial, preparation as reasonably requested by Seller or Purchaser, as applicableSeller, its Affiliates Subsidiaries or their respective Representatives. Notwithstanding the foregoing; provided, with regard to the pending Actions with respect to the Boca Raton Litigationthat, Purchaser agrees that (aA) XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx will continue to participate in and manage no such Actions following the Closing, all in a manner consistent cooperation shall unreasonably interfere with the levels operation of such participation and management prior to the Closing, at no cost to Seller (provided, that to the extent that Purchaser business of Buyer or any of its Affiliates Subsidiaries and (includingB) notwithstanding anything to the contrary in this Section 6.19(a), following Buyer shall only be obligated to cause any person to cooperate with Seller in such matters if and for so long as Buyer is capable of directing the Closing, actions of such person. Seller shall bear any Conveyed Company) reimburses XxxxXxx Xxxxxxxx or Xxxxx Xxxxxxxx for any reasonable, documented, and all reasonable out-of-pocket costs and expenses (including travel, hotel, meals and other disbursements) actually incurred by XxxxXxx Xxxxxxxx and Xxxxx Xxxxxxxx in carrying out Buyer, its Subsidiaries or their obligations in respect of the Boca Raton Litigation, then Seller shall in turn reimburse Purchaser respective employees or such Affiliate for such amounts promptly following receipt of reasonable documentation supporting such amounts), (b) following the Closing, Purchaser will, and will cause the Conveyed Companies to, continue to preserve all documents and information pertaining to the resolution of such pending Actions, and (c) Purchaser will waive any conflict that may arise Representatives as a result of complying with this Section 6.19(a), except to the law firm extent Seller (or firmsthe Seller Indemnified Parties) is entitled to indemnification therefor pursuant to Article 9. (b) From and after the Closing, Seller will provide and, as applicable, cause its employees and its Subsidiaries and their employees to provide, all such reasonable cooperation to Buyer, its Subsidiaries and their respective Representatives with respect to the Assumed Pending Litigation or any other third party claims or Proceedings relating to (i) the Business that relate to periods prior to the Closing or (ii) the Assumed Liabilities, which cooperation will include furnishing or causing to be furnished by Seller and its Subsidiaries (and their respective employees) records, information, and deposition and trial testimony and preparation as reasonably requested by Buyer, its Subsidiaries or their respective successorsRepresentatives; provided, representing that, (A) no such cooperation shall unreasonably interfere with the Conveyed Companies operation of the business of Seller or any of its Subsidiaries and (B) notwithstanding anything to the other defendants contrary in connection this Section 6.19(b), Seller shall only be obligated to cause any person to cooperate with Buyer in such Actions, including matters if and for so long as Seller is capable of directing the actions of such person. Buyer shall bear any appeals, for the limited purpose of permitting such law firm or firms to represent the Conveyed Companies and the other defendants in connection with such Actions, including the execution at the Closing of a joint representation letter between litigation counsel, all reasonable out-of-pocket costs and expenses actually incurred by Seller, its Subsidiaries or their respective employees or Representatives as a result of complying with this Section 6.19(b), except to the applicable Conveyed Companies and extent Buyer (or the other defendants containing the requisite conflict waiverBuyer Indemnified Parties) is entitled to indemnification therefor pursuant to Article 9.