Common use of Cooperation Clause in Contracts

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, shall and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other indemnitees, employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claim. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying Party toParty, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will ▇▇▇▇ reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claimclaim, the Indemnified indemnified Party will, and will cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimclaim. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified indemnified Party of, records and information that are reasonably relevant to such Third Party Claimclaim, and making Indemnitees indemnities and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified indemnified Party for all of its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified indemnified Party for all its reasonable any out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will indemnifying party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and other its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided, and the Indemnifying Party will shall reimburse the Indemnified Party for all of its related reasonable out-of-pocket expenses incurred in connection with such cooperationexpenses.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee toof its Indemnitees, to cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are would reasonably be expected to be relevant to such Third Party ClaimClaim or its defense, and making the Indemnified Party and its Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Confidential 95 indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, will and will cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claimclaim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense defence or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party toParty, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claimclaim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, reasonably cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, shall cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Tear Indemnified Party or PRN Indemnified Party, as applicable, of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee toIndemnitee, to cooperate in the defense defence or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and other its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided, and the Indemnifying Party will shall reimburse the Indemnified Party for all of its related reasonable out-of-pocket expenses incurred in connection with such cooperationexpenses.

Cooperation. If the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable A&R SERVICES AND COLLABORATION AGREEMENT retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable outOut-of-pocket Pocket Costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith at the Indemnifying Party’s expense. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If In the Indemnifying Party event that an indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnified party to, cooperate with the indemnifying party in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as the indemnifying party may be reasonably requested request in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will indemnifying party shall reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will indemnifying party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith, at the Indemnifying Party’s expense. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Third-Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claimclaim, the Indemnified indemnified Party will, and will cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimclaim. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified indemnified Party of, records and information that are reasonably relevant to such Third Party Claimclaim, and making Indemnitees indemnities and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material material! provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified indemnified Party for all of its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, reasonably cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and other its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided, and the Indemnifying Party will shall reimburse the Indemnified Party for all its related reasonable out-of-pocket expenses incurred in connection with such cooperationexpenses.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, reasonably cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party and Indemnitees of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred costs in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees the Indemnified Party and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnified party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, shall and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material materials provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, reasonably cooperate in the defense or prosecution defence thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and other its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided, and the Indemnifying Party will shall reimburse the Indemnified Party for all of its related reasonable out-of-pocket expenses incurred in connection with such cooperationexpenses.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees the indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and documented out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If At the Indemnifying Party chooses to defend or prosecute any Third Party Claimrequest of the indemnifying party, the Indemnified Party will, and will cause each other Indemnitee to, indemnified party shall cooperate in the defense or prosecution thereof thereof, at the expense of the indemnifying party, and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by indemnifying party in connection with such Third Party Claimtherewith at the expense of the indemnifying party. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party indemnified party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and . The indemnified parties shall use reasonable efforts to make other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will indemnifying party shall reimburse the Indemnified Party indemnified party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, shall cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours horns afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Patties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedingsProceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, shall cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees the Indemnified Party and other its employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable outOut-of-pocket expenses incurred Pocket Costs in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith, at the Indemnifying Party’s expense. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will furnish such records, information information, and testimony, provide such witnesses witnesses, and attend such conferences, discovery proceedings, hearings, trials trials, and appeals as may be reasonably requested in connection with such Third Party Claim. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the such materials. The Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable outOut-of-pocket expenses Pocket Costs incurred in connection with such cooperationcooperation within [**] after receipt of any invoice therefor.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, reasonably cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Third-Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, reasonably cooperate in the defense defence or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and other its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided, and the Indemnifying Party will shall reimburse the Indemnified Party for all of its related reasonable out-of-pocket expenses incurred in connection with such cooperationexpenses.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee indemnified party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith at the indemnifying Party’s expense. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection therewith. IRS Employer Identification No. 4▇-▇▇▇▇▇▇▇ Confidential treatment requested with such cooperation.respect to certain portions hereof denoted with “*** REDACTED ***”

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, to and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, to and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationprovided.

Cooperation. If Regardless of whether the Indemnifying Party indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnified party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party indemnifying party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will indemnifying party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable outand verifiable Out-of-pocket expenses incurred Pocket Costs in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred costs in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee Indemnified Party to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred costs in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, shall cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Grifols Indemnified Party or the Aradigm Indemnified Party, as applicable, of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If the Indemnifying Each Party chooses to defend and each Buyer Indemnitee or prosecute any Third Party ClaimSeller Indemnitee, the Indemnified Party willas applicable, and will cause each other Indemnitee to, shall reasonably cooperate in good faith with respect to the defense or prosecution thereof of any Third Party Claim and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claim. Such cooperation will include include, upon written request of the Indemnifying Party, access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party willshall, and will shall cause each other Indemnitee indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours [***] afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationtherewith, subject to refund if the Indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, shall and will shall cause each other Indemnitee applicable indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, Claim and making Indemnitees applicable indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, hereunder and the Indemnifying indemnifying Party will shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses incurred in connection with such cooperationtherewith.

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee indemnified party to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith, at the indemnifying Party’s expense. Such cooperation will include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees indemnified parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.provide

Cooperation. If Regardless of whether the Indemnifying indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified indemnified Party willshall, and will shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claimtherewith. Such cooperation will shall include access during normal business hours afforded to the Indemnifying indemnifying Party to, and reasonable retention by the Indemnified indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees itself and other its employees and agents and other Indemnitees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying indemnifying Party will shall reimburse the Indemnified indemnified Party for all its reasonable any out-of-pocket expenses incurred in connection with such cooperationtherewith.