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 (Paincare Holdings Inc), Asset Purchase Agreement (Paincare Holdings Inc), Merger 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 therefor under this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (Paincare Holdings Inc), Merger Agreement (Paincare Holdings Inc), Merger 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 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 (Paincare Holdings Inc), Merger Agreement (Paincare Holdings Inc), Merger 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: 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: 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 (Orex Corp), Merger Agreement (Orex Corp)
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 Litigation in connection with: with (a) any transaction contemplated under this Agreement; , or (b) any fact, situation, circumstancescircumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any of the CompanyCompany and the Subsidiaries, each of the Parties will other parties shall cooperate with the defending or contesting or defending Party party and its or his counsel in the contest defense or defensecontest, all at the sole cost and expense of the defending or contesting party (unless the defending or defending Party except to the extent that the contesting or defending Party party is otherwise entitled to indemnification therefore under this Agreementfrom the other party).
Appears in 2 contracts
Samples: Merger Agreement (Clark Schwebel Holdings Inc), Stock Purchase Agreement (Day International Group 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: (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: Purchase and Sale Agreement (Paincare Holdings Inc), Purchase and Sale 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 claim, or demand in connection with: with (ai) any transaction contemplated under consummated pursuant to this Agreement; Agreement or any Transaction Agreement or (bii) 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 CompanyTarget Business, each of the other Parties will cooperate with provide commercially reasonable cooperation to the contesting other or defending Party and its or his counsel in the such contest or defense (including by making available its personnel and providing such testimony and access to its Books and Records as shall be reasonably necessary in connection with such contest or defense), all at the sole cost and expense of the contesting or defending Party except to the extent that (unless the contesting or defending Party is entitled to indemnification therefore therefor under this AgreementSection 6 and except with respect to the compensation of the other Party’s personnel).
Appears in 1 contract
Samples: Asset Purchase Agreement (Blount International 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 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 Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim Action or demand other dispute in connection with: with (a) any transaction contemplated under this Agreement; Agreement or (b) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the date of the Closing 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 under this Agreement).
Appears in 1 contract
Samples: Merger Agreement (Innotrac 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)