Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party is entitled to indemnification therefore under this Agreement.
Appears in 7 contracts
Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Asset Purchase Agreement (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement.
Appears in 7 contracts
Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Winsloew Furniture Inc), Stock Purchase Agreement (Winsloew Furniture Inc), Stock Purchase Agreement (Winsloew Furniture Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing involving Time with respect to the CompanyCompany or the Business, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party is entitled to indemnification therefore under this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Paincare Holdings Inc), Asset Purchase Agreement (Paincare Holdings Inc), Asset Purchase Agreement (Paincare Holdings Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party party is entitled to indemnification therefore under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc), Merger Agreement and Plan of Reorganization (Paincare Holdings Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing involving Date with respect to the CompanyBusiness, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party party is entitled to indemnification therefore under this Agreement.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Paincare Holdings Inc), Agreement of Purchase and Sale (Paincare Holdings Inc)
Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties parties will cooperate with the contesting or defending Party party and its or his their counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party party (except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ahl Services Inc), Stock Purchase Agreement (Unicco Service Co)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending Party is entitled to indemnification therefore therefor under this Agreement).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Winston Furniture Co of Alabama Inc), Stock Purchase Agreement (Winsloew Furniture Inc)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Orex Corp), Merger Agreement and Plan of Reorganization (Orex Corp)
Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under by this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the CompanyNEW FAM, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party Party, except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement.
Appears in 1 contract
Samples: Asset Contribution Agreement (Asset Investors Corp)
Litigation Support. In the event and for so long as any either Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending Party party is entitled to indemnification therefore therefor under this Agreement).
Appears in 1 contract
Samples: Stock Purchase Agreement (Winston Furniture Co of Alabama Inc)