Common use of Legal Proceedings; Production of Witnesses Clause in Contracts

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, Seller shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to any Retained Business and Buyer (or any of its Affiliates, including any Group Company) shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to the Business. (b) From and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to or after the Closing. Reasonable access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business and the Retained Businesses, as applicable. Seller and Xxxxx agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b). (c) Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b). For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a), Section 5.10(b), Section 5.11(b) or Article VI, if Seller or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, Seller shall have the exclusive right to conduct the defense (and determine the settlement) of if there is any Action with respect to between Seller (or any of the Retained Business Companies), on the one hand, and Buyer (or any of its Affiliates, including any Group Company) shall have ), on the exclusive right to conduct the defense (and determine the settlement) of any Action other hand, with respect to a Liability of a Group Company, in order to settle or compromise, or consent to the Businessentry of any judgment with respect to, any such Action, Seller and Buyer, and their respective Subsidiaries, must comply with the provisions of Section 9.03 instead of this Section 5.09 with respect to such settlement, compromise or consent. (b) From and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact fact-finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions Actions, in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to or after the Closing, other than Actions that are brought by one Party against the other Party including any claims made under Article IX. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business Group Companies and the Retained BusinessesCompanies, as applicable. Seller and Xxxxx Buyer agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b)5.09. (c) Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b)5.09. For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a)5.09, Section 5.10(b), Section 5.11(b) or Article VI, if Seller or any of their its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c) 5.09 shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, if both Seller shall have (or any of the exclusive right to conduct the defense (and determine the settlementRetained Companies) of any Action with respect to any Retained Business and Buyer (or any of its Affiliates, including any of the Group CompanyCompanies) shall have the exclusive right are named as parties to conduct the defense (and determine the settlement) of any Action with respect to a Liability of a Group Company, in order to settle or compromise, or consent to the Businessentry of any judgment with respect to, any such Action, Seller and Buyer, and their respective Subsidiaries, must comply with the provisions of Section 9.05 instead of this Section 5.12 with respect to such settlement, compromise or consent. (b) From and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to or after the Closing. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business and the Retained Businesses, as applicable. Seller and Xxxxx Buyer agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b5.12(b). (c) Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a5.12(a) or Section 5.10(b5.12(b). For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a5.12(a), Section 5.10(b5.12(b), Section 5.11(b5.13(b) or Article VI, if Seller or any of their its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c5.12(c) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, Seller shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to any Retained Business and Buyer (or any of its Affiliates, including any Group Company) shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to the Business. (b) From and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to or after the Closing. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business and the Retained Businesses, as applicable. Seller and Xxxxx Buyer agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b5.10(a). (cb) Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b). For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a), Section 5.10(b), Section 5.11(b) or Article VI, if Seller or any of their its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c5.10(b) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action. (c) Following the Closing Date, if both Seller (or any of the Retained Companies) and Buyer (or any of its Affiliates, including any of the Group Companies) are named as parties to any Action with respect to a Liability of a Group Company, in order to settle or compromise, or consent to the entry of any judgment with respect to, any such Action, Seller and Buyer, and their respective Subsidiaries, must comply with the provisions of Section 9.05 instead of this Section 5.10 with respect to such settlement, compromise or consent.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, Seller shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to any Retained Business and Buyer (or any of its Affiliates, including any Group Company) shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to the Business. (b) From and after the Closing, the Seller, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual Person may reasonably be required in connection with any Actions in which the requesting Party party may from time to time be involved relating to the conduct of the Business business of Seller, the Company, the Partnerships or the Retained Businesses their respective Subsidiaries, prior to or after the Closing. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner and for durations of time (which in any event shall not be unreasonable) reasonably calculated to minimize disruption to such individualsPersons and the business of the Seller and its Affiliates, the Business and Company, the Retained BusinessesPartnerships or their respective Subsidiaries, as applicable. The Seller and Xxxxx Buyer agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wagessalaries, incurred by any the other Party party in connection with providing individuals and witnesses pursuant to this Section 5.10(b8.5(a). (cb) Notwithstanding the foregoing, the provisions in Article VI of Section 8.3 shall govern with respect to Tax-related matters to the extent any provision in Article VI Section 8.3 is in conflict with Section 5.10(a) or Section 5.10(b8.5(a). For the avoidance of doubt, no neither Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a), Section 5.10(b), Section 5.11(b8.5(a) or Article VISection 8.3, if the Seller or any of their its Affiliates, on the one hand, and Buyer Buyer, the Company or any of its their respective Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided thatprovided, nothing in further, that this Section 5.10(c) shall not limit in any respect any rights a Party under Law the Seller or Buyer may have with respect to discovery or the production of documents or other information in connection with any such Action.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, Seller shall have the exclusive right Unless such Party or its respective Indemnified Parties is entitled to conduct the defense (and determine the settlement) of any Action indemnification under Article IX with respect to any Retained Business and Buyer (or any of its Affiliatessuch matter, including any Group Company) in which case Section 9.03 shall have the exclusive right to conduct the defense (and determine the settlement) of any Action with respect to the Business. (b) From control, from and after the Closing, Sellerthe Seller Parent, on the one hand, and BuyerBuyer Parent, on the other hand, shall use their commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business business of the Automotive Thermal Products Business, the Group Companies or the Retained Businesses Companies prior to or after the Closing. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business Group Companies and the Retained BusinessesCompanies, as applicable. Seller Parent and Xxxxx Buyer Parent agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any the other Party or its Affiliates in connection with providing individuals and witnesses pursuant to this Section 5.10(b5.09(a). (cb) Notwithstanding the foregoing, the provisions in Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b5.09(a). For the avoidance of doubt, no Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a5.09(a), Section 5.10(b), Section 5.11(b5.10(a) or Article VI, if Seller the Sellers or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c5.09(b) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.

Legal Proceedings; Production of Witnesses. (a) Following the Closing Date, (i) Seller or one of its Affiliates shall have exclusive authority and control over the exclusive right investigation, prosecution, defense and appeal of all Actions and investigations to conduct the defense (extent arising from or relating to the Chromalloy Business, and determine may settle or compromise, or consent to the settlement) entry of any Action judgment with respect to any Retained Business such Action or investigation, without the consent of Buyer or any of its Affiliates, and (ii) Buyer or one of its Affiliates shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions and investigations to the extent arising from or relating to the Precoat Business, and may settle or compromise, or consent to the entry of any judgment with respect to any such Action or investigation, without the consent of Seller or any of its Affiliates; provided that, if both Buyer (or any of its Affiliates, including any Group Companyof the Precoat Subsidiaries) shall have and Seller (or any of its Affiliates, including any of the exclusive right other Chromalloy Subsidiaries) are named as parties to conduct any such Action or investigation, in order to settle or compromise, or consent to the defense (and determine the settlement) entry of any Action judgment with respect to, any such Action or investigation that is not subject to the Businessprovisions of Section 9.03, each of Buyer and Seller must consent to such settlement, compromise or consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) From and after the Closing, SellerBuyer, on the one hand, and BuyerSeller, on the other hand, shall use their its respective commercially reasonable efforts to make available to each other, upon reasonable written request, their (the Precoat Subsidiaries’ and their Affiliates’) the Chromalloy Subsidiaries’ respective officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions or investigations in which the requesting Party may from time to time be involved relating to the conduct of the Chromalloy Business or the Retained Businesses Precoat Business prior to or after the Closing. Reasonable access Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Chromalloy Business and the Retained BusinessesPrecoat Business, as applicable. Buyer and Seller and Xxxxx agree to reimburse each other for reasonable and documented out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any the other Party in connection with providing individuals and witnesses pursuant to this Section 5.10(b). (c) Notwithstanding the foregoingThis Section 5.10 shall not apply to Tax matters, the provisions in which are governed by Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with Section 5.10(a) or Section 5.10(b)VI. For the avoidance of doubt, no neither Party shall have an obligation to cooperate, make available personnel or disclose any documents or other information pursuant to Section 5.10(a), Section 5.10(b), Section 5.11(b) or Article VI, if Seller Buyer or any of their its Affiliates, on the one hand, and Buyer Seller or any of its Affiliates, on the other hand, are adverse parties in any Action and such assistance, testimony, documents or other information is reasonably pertinent thereto; provided that, nothing in this Section 5.10(c) shall limit in any respect any rights a Party may have with respect to discovery or the production of documents or other information in connection with any such Action.