Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 6 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §8 below).
Appears in 5 contracts
Samples: Stock Purchase Agreement (Caneum Inc), Stock for Stock Exchange Agreement (Caneum Inc), Stock Purchase Agreement (Caneum Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §8 below).
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 4 contracts
Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties parties will cooperate reasonably with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)8).
Appears in 4 contracts
Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Asset Purchase Agreement (E Machinery Net Inc), Asset Purchase Agreement (Science Dynamics Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerTarget and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Wintrust Financial Corp), Stock Purchase Agreement (Starbridge Global Inc), Share Purchase Agreement (Pivotal Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending such Party and its such Party’s counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Computer Horizons Corp), Stock Purchase Agreement (Computer Horizons Corp), Purchase Agreement (Paradigm Holdings, Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Advanced Communication Systems Inc), Stock Purchase Agreement (Glacier Corp), Stock Purchase Agreement (Glacier Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Glacier Corp), Stock Purchase Agreement (SCS Transportation Inc), Stock Purchase Agreement (Advanced Communication Systems Inc)
Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the SellerCompany, each of the other Parties parties will cooperate with the contesting or defending Party such party and its such party’s counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 below11 hereof).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Analex Corp), Merger Agreement (Analex Corp), Stock Purchase Agreement (Analex Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerImperial, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ns Group Inc), Stock Purchase Agreement (Sovereign Specialty Chemicals Inc), Stock Purchase Agreement (Ns Group Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerDivision, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Solo Cup CO), Asset Purchase Agreement (Aris Corp/)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will Party shall cooperate with the contesting or defending such first Party and its such first Party's counsel in the contest or defense, make available his or its personnel, such other Party's personnel and provide such testimony and access to its such other Party's books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)8).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Seaena Inc.), Membership Interest Purchase Agreement (Crystalix Group International Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 ss.8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Renegade Venture Nev Corp), Stock Purchase Agreement (Renegade Venture Nev Corp)
Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand of third parties after the Closing in connection with (i) any transaction contemplated under this by the Agreement or (ii) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerSubject Assets or the Business, each of the other Parties will parties shall cooperate with the contesting or defending Party and its counsel in the contest defense or defensecontest, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under pursuant to Section 7 below8 of the Agreement).
Appears in 2 contracts
Samples: u.s. Asset Purchase Agreement (National Processing Inc), Asset Purchase Agreement (National Processing Inc)
Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any charge, complaint, actionAction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or Related Agreements or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerRingtail Business, each of the other Parties will party shall cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless and to the extent that the contesting or defending Party party is entitled to indemnification therefor under Section 7 belowArticle VII).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Fti Consulting Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany , each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §9 below).
Appears in 2 contracts
Samples: Share Purchase Agreement (BPO Management Services), Share Purchase Agreement (BPO Management Services)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the either Seller, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to before the Closing Date involving the SellerTank Assets, each of the other Parties will Party shall cooperate with the contesting or defending Party and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)SECTION 8).
Appears in 2 contracts
Samples: Contribution Agreement (Valero L P), Contribution Agreement (Valero L P)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claimcharge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerSurviving Corporation or the Stockholders, each of the other Parties will reasonably cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Merger Agreement (Roper Industries Inc /De/), Merger Agreement (Roper Industries Inc /De/)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerCompany and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Merger Agreement (Hughes Supply Inc), Merger Agreement (Teleflex Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany or any Subsidiary, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 (S) 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc), Stock Purchase Agreement (Pretzel Time Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claimcharge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to before the Closing Date involving the SellerSubject Entities or the Business, each of the other Parties will Party shall cooperate with the contesting or defending Party and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)Article 8).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerSigma6, each of the other Parties will cooperate with the contesting him or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Merger Agreement (Appnet Systems Inc), Merger Agreement (Appnet Systems Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellerany of Climax and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Team Inc), Stock Purchase Agreement (Team Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)
Litigation Support. In Except as provided in Section 6(g) below, in the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerIBEX, each of the other Parties will Party shall cooperate with the contesting other Party or defending Party and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Polarityte, Inc.), Real Estate Purchase and Sale Agreement (Polarityte, Inc.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigationinvestiga tion, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event that and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the SellerCompany, each of the other Parties parties will cooperate with the contesting or defending Party such party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 Article XI below).
Appears in 2 contracts
Samples: Share Purchase Agreement (Uti Corp), Share Purchase Agreement (Uti Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaintClaim, action, suit, proceeding, hearing, investigation, claimcharge, complaint or demand in connection with with
(ia) any transaction contemplated under by this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany or the Business, each of the other Parties will Party shall cooperate with the contesting or defending Party and or its counsel in the contest defence or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defence or defensecontest, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 belowArticle VII).
Appears in 2 contracts
Samples: Share Purchase Agreement, Purchase Agreement
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof involving the Sellera Party, each of the other Parties Party will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (Mdi, Inc.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany or the Subsidiary, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section SECTION 7 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Microtel International Inc), Stock Purchase Agreement (Microtel International Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerCompany and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Corporation or any Seller, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Response Oncology Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof involving the Sellera Party, each of the other Parties Party will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 10 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (Brilliant Digital Entertainment Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand by any third party in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerStations, each of the other Parties will cooperate with the contesting or defending Party and its their counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Litigation Support. In the event If and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerAcquired Assets and Assumed Liabilities, each of the other Parties will Party shall cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Romac International Inc), Asset Acquisition Agreement (Del Webb Corp)
Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement other than a dispute among the parties to this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the SellerCompany, each of the other Parties parties will cooperate with the contesting or defending Party such party and its such party’s counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 below11 hereof).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Identix Inc), Stock Purchase Agreement (Alion Science & Technology Corp)
Litigation Support. In the event If, and for so long as as, any Party party to this Agreement actively is contesting or defending against any chargethird party, complaint, any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party and its counsel it in the contest or defense, make available his his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor therefore under Section 7 8 below).
Appears in 2 contracts
Samples: Contribution Agreement (Tornier B.V.), Contribution Agreement (Tornier B.V.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding, charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties will non-contesting or defending Party shall cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 belowArticle 7), excluding the wages of such personnel).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Litigation Support. In the event that, and for so long as as, any Party is actively is contesting or defending against any charge, audit, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement by any of the Transaction Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, or any Group Company, each of the other Parties will reasonably cooperate with the such contesting or defending Party and its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 belowthe provisions of this Agreement).
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Virtusa Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claimcharge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerCompany, other than a Shared Claim, each of the other Parties will cooperate with the contesting or defending Party such Party, its Affiliates and its their counsel in the contest or defense, make available his or its personnel, their personnel and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Uil Holdings Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany or its predecessor, each of the other Parties will cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 11 below).
Appears in 2 contracts
Samples: Merger Agreement (Grace Development Inc), Merger Agreement (Grace Development Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerMercer, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 SECTION 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tanner Chemicals Inc), Stock Purchase Agreement (Burke Industries Inc /Ca/)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerParty, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §8 below).
Appears in 2 contracts
Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with
(i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellerany PEARL Group Member, each of the other Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 the terms set out below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claimcharge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to which arises within two (2) years after the Closing Date and involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party such Party, its Affiliates and its their counsel in the contest or defense, make available his or its personnel, their personnel and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerSellers, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 9 below).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Video Display Corp), Stock Purchase Agreement (Video Display Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claimcharge, complaint, claim or demand against a person that is not a Party in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Seller, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, personnel and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 6 below).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Litigation Support. In the event and for so long as any a Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand Proceeding in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any Acquired Entity or the SellerBusiness, each of the other Parties Party will reasonably cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its (including to the extent applicable, the Acquired Entities’) personnel, and provide such testimony and access to its (including to the extent applicable, the Acquired Entities’) books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Dole Food Co Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand brought by a third party or brought by a Party against a third party in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerSellers or Buyer, each of the other Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement Contemplated Transaction or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 (S)9 below).
Appears in 1 contract
Samples: Share Purchase Agreement (International Fuel Technology Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, arbitration, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below8 hereof).
Appears in 1 contract
Litigation Support. In Following the Closing, in the event and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellerany Company or Subsidiary, each of the other Parties parties will cooperate reasonably with the contesting or defending Party such party and its such party’s counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 belowhereunder).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellerany of Seller and its Subsidiaries, each of the other Parties will Party shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Section8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Target (including the Seller, each actions listed in §3(t) of the Disclosure Schedule), the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 §8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date date hereof substantively related to this Agreement and involving the Sellera Party, each of the other Parties Party will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties party will cooperate with provide its reasonable cooperation to the contesting or defending Party party and its counsel in the contest or defense, make available his or its personnel, personnel and provide such testimony and access to its books and records as shall may be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 below11).
Appears in 1 contract
Samples: Stock Purchase Agreement (American National Financial Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellereither Company or any of its Subsidiaries, each of the other Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Steakhouse Partners Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties will cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all (solely with respect to third party costs) at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 belowArticle VII above).
Appears in 1 contract
Samples: Asset Purchase Agreement (New England Business Service Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerYTRV, each of the other Parties will cooperate with the contesting or defending Party other and its the other's counsel in the contest or defense, make available his or its their personnel, and provide such testimony and other access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (Party, unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerSeller and its Affiliates, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 ss.7 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (not involving claims by the Parties against each other) in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)Party.
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement of the Transactions or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany or any of its subsidiaries, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8.2 below).
Appears in 1 contract
Samples: Merger Agreement (Memberworks Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any chargeProceeding (other than any in which Buyer, complainton the one hand, actionand Sellers, suiton the other hand, proceedingare adverse to each other), hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below)§8).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Copano Energy, L.L.C.)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerAcquired Assets, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 6 below).
Appears in 1 contract
Samples: Asset Purchase Agreement (Interactive Magic Inc /Nc/)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerCompanies, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerBU, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving either the SellerCompany or its Subsidiary, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 1 contract
Samples: Stock Purchase Agreement (Jpe Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerMMD, each of the other Parties will cooperate with the contesting him or defending Party her and its his or her counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerCompany and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).. 34
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigationInvestigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerBuyer (including by operation of law the Target), each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Samples: Merger Agreement (Publishing Co of North America Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the any Seller, each of the other Parties will cooperate with the contesting or defending Party and its his counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its his books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 §9 below).
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenbrier Companies Inc)
Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerXxxxxx or any of its Subsidiaries, each of the other Parties will cooperate reasonably with the contesting or defending such Party and its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article 11 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceedingProceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerAcquired Companies, each of the other Parties Party will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article 8 below).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Primoris Services CORP)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (iI) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article VII below).
Appears in 1 contract
Samples: Stock Purchase Agreement (Networks Associates Inc/)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerOGAC, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerOrion or its Subsidiary, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article VIII below).
Appears in 1 contract
Samples: Merger Agreement (Imrglobal Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting him or defending Party it and its his or her counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerAcquired Assets, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget, each of the other Parties will cooperate with the contesting or defending such Party and its such Party’s counsel in the contest or defense, make available his or its such Party’s personnel, and provide such testimony and access to its such Party’s books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerTarget and its Subsidiaries, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below13).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerAssigned Contracts, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, personnel and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 6 below).
Appears in 1 contract
Samples: Agreement Regarding Assignment of Contracts (Interactive Magic Inc /Nc/)
Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 (S)8 below).
Appears in 1 contract
Samples: Stock Purchase Agreement (Argosy Education Group Inc)
Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with:
(ia) any transaction contemplated under this Agreement or of the Contemplated Transactions; or
(iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Seller, each any of the Company or the Company Subsidiaries, then the other Parties will party shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available his or its personnel, personnel and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 7 below12 hereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Emcon)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the SellerCompany and its Subsidiaries, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 below).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Issuer Direct Corp)
Litigation Support. In the event and for so long as any either Party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties Party will cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (iA) any transaction contemplated under this Agreement or (iiB) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 6 below).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)
Litigation Support. In the event and for so long as any Party actively ------------------ is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerMerging Entities, each of the other Parties will cooperate with the contesting or defending Party him and its his counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article XII below).
Appears in 1 contract
Samples: Merger Agreement (CNL American Properties Fund Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other Parties Party will cooperate with the contesting or defending such Party and its such Party's counsel in the contest or defense, make available his or its personnel, personnel and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article 8 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or on, prior to or after the Closing Date involving the Sellerany Company, each of the other Parties will cooperate with the contesting him/her or defending Party it and his/her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (Party, unless the contesting or defending Party is entitled to indemnification therefor therefore under Section 7 § 8 below).
Appears in 1 contract
Samples: Purchase Agreement (Radiation Therapy Services Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other Parties will shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest; provided that the Party requesting such cooperation shall reimburse the other Parties for the reasonably incurred expenses, all at the sole cost and expense of the contesting or defending Party including, without limitation, attorneys fees in connection with such cooperation (unless the contesting or defending requesting Party is entitled to indemnification therefor therefore under Section 7 6 below).
Appears in 1 contract
Samples: Asset Purchase Agreement (National Patent Development Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, each of the other Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 9 below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the contest or defense, make available his or its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 Article VIII below).
Appears in 1 contract
Litigation Support. In the event and for so long as any Party actively ------------------ is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other Parties Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its their personnel, and during normal business hours upon reasonable prior noticeand provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all in such manner that does not disrupt such cooperating Party's business and all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 (S) 8 below).
Appears in 1 contract
Samples: Purchase Agreement (Luiginos Inc)
