Litigation Services. At all times from and after the Distribution Date, each of the Corporation and New Ceridian shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses or for providing litigation assistance (such as cooperating in a factual background investigation) to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation or New Ceridian as applicable. A party providing witness or litigation services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.
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Samples: Distribution Agreement (New Ceridian Corp), Distribution Agreement (New Ceridian Corp), Distribution Agreement (New Ceridian Corp)