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Common use of Litigation Support Clause in Contracts

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 (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 Merging Entity, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 19 contracts

Samples: Merger Agreement (American Spectrum Realty Inc), Merger Agreement (American Spectrum Realty Inc), Merger Agreement (American Spectrum Realty 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 (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 CCTV and to the Merging Entityextent to which the Parties are not adverse to each other, each of the Parties shall cooperate with the other Party will cooperate with him and his its counsel in the contest or defense, shall make available their personnel, its personnel at the expense of the requesting party and shall provide such testimony and access to their 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.

Appears in 12 contracts

Samples: Stock Exchange Agreement, Stock Subscription Agreement, Stock Exchange Agreement (Grace Oliver R Jr)

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 Merging EntitySeller, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).

Appears in 8 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), 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 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 Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 7 contracts

Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries 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 (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 Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 11 below).

Appears in 7 contracts

Samples: Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Yummies 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 (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 Merging EntitySeller, each of the other Party parties will cooperate reasonably with him such party and his such party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor hereunder).

Appears in 5 contracts

Samples: Asset Purchase Agreement (Nexxus Lighting, Inc.), Asset Purchase Agreement (Nexxus Lighting, Inc.), Asset Purchase Agreement (Ventiv Health 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 (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 Merging EntityCompany, the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless and to the extent that the contesting or defending Party is entitled to indemnification therefor under Section 9).

Appears in 5 contracts

Samples: Stock Purchase Agreement (Canfield Medical Supply, Inc.), Stock Purchase Agreement (Key Link Assets Corp.), Stock Purchase Agreement (RJD Green, Inc.)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, audit, 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 Merging EntityCompany, each of the other Party Parties will cooperate with him and his such Party or its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article IX below).

Appears in 5 contracts

Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc), Merger Agreement (Sourcefire Inc)

Litigation Support. In the event If 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 (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 Merging EntityCompany, each of the other Party will Seller and the Company shall cooperate with him Buyer and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Appears in 4 contracts

Samples: Share Exchange Agreement (International Packaging & Logistics Group Inc.), Share Purchase Agreement (International Packaging & Logistics Group Inc.), Share Purchase Agreement (International Packaging & Logistics Group 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 (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 any Closing Date involving the Merging EntitySeller, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest or defense, all at the sole cost and expense of (unless the contesting or defending PartyParty is entitled to indemnification therefor under Section 8 below).

Appears in 4 contracts

Samples: Stock and Warrant Purchase Agreement (Pc Quote Inc), Stock and Warrant Purchase Agreement (Hyperfeed Technologies Inc), Stock and Warrant Purchase Agreement (Pc Quote 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 (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 Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under Section 14 herein).

Appears in 4 contracts

Samples: Stock Purchase Agreement (Air Brook Airport Express Inc), Purchase Agreement (SportsQuest, Inc.), Stock Purchase Agreement (DoMar Exotic Furnishings 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 (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 Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 13 below).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Applied Medical Devices Inc), Stock Purchase Agreement (Smi Products Inc), Stock Purchase Agreement (Castle & Morgan 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 (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 Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc), Stock Purchase Agreement (Amco Transport Holdings Inc)

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, audit, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under by 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 Seller or any Acquired Subsidiary, each of the Merging Entity, the other Party will parties shall cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to their 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 Partyparty (unless the contesting or defending party is entitled to indemnification therefor under this Agreement).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc), Asset Purchase Agreement (Graco 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 (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Dutch Gold Resources Inc), Asset Purchase Agreement (Aultra Gold Inc.), Asset Purchase Agreement (Dutch Gold Resources Inc)

Litigation Support. In the event If and for so long as any Party either party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under in 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 Merging EntityCompany, the other Party will party shall reasonably cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defense, all at the sole cost and expense of the contesting or defending Partycontest.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Kenloc, Inc.), Stock Purchase Agreement (Focus Universal Inc.), Stock Purchase Agreement (Theron Resource Group)

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 (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 Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp), Stock Purchase Agreement (Orius 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 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 merger date involving the Merging EntityTarget Corporation, each of the other Party parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 Partyparty.

Appears in 3 contracts

Samples: Merger Agreement (Exsorbet Industries Inc), Merger Agreement (Exsorbet Industries Inc), Merger Agreement (Exsorbet Industries 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 Effective Date involving the Merging EntitySeller, each of the other Party Parties will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or it 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Quixote Corp), Asset Purchase Agreement (Digital Television Services 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 (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 Merging EntitySeller, each of the other Party will Parties shall cooperate with him him, her, or it and his its counsel in the contest defense or defensecontest, make available their its personnel, and provide such testimony and access to their 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.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Brooke Corp), Stock Purchase and Sale Agreement (First American Capital Corp /Ks)

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 (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 Merging EntityContributor, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 2 contracts

Samples: Contribution Agreement (American Spectrum Realty Inc), Agreement and Plan of Contribution (American Spectrum Realty Inc)

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction the transactions contemplated under this Agreement the Transaction Agreements, (ii) the CSS Claim, or (iiiii) 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 Merging EntitySellers, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tidel Technologies Inc), Exercise and Conversion Agreement (Tidel Technologies 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 (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 Merging EntityEIS, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out below).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Epic Energy Resources, Inc.), Membership Interest 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, 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 Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Xpedior Inc), Stock Purchase Agreement (Xpedior 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII hereof).

Appears in 2 contracts

Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)

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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, activity practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Merging EntityMallard and its subsidiaries, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Parker Drilling Co /De/), Stock Purchase Agreement (Energy Ventures Inc /De/)

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 (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 Merging EntityCompany, each of the other Party will Parties shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Digital Fusion Inc/Nj/), Stock Purchase Agreement (Digital Fusion Inc/Nj/)

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 (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Appears in 2 contracts

Samples: Customer Assignment Agreement (Certified Services Inc), Customer Purchase Agreement (Certified 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 Merging Entity, Company each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Centrum Industries Inc), Asset Purchase Agreement (Centrum Industries 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 (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 Merging EntityEWIN, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under section 8 below).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Blue Atelier Inc.), Stock Purchase Agreement (Eworld Interactive, Inc.)

Litigation Support. In the event and for so long as any either Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand third-party Claim 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 related to the Merging EntityPurchased Assets or Assumed Liabilities, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be is reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article X hereof).

Appears in 2 contracts

Samples: Asset Sale Agreement (ITC Holdings Corp.), Asset Sale Agreement (Interstate Power & Light Co)

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, claim or demand in connection with (i) any transaction contemplated under by 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 Merging EntityCompany, each of the other Party will parties shall reasonably cooperate with him such party and his its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel, personnel and provide such testimony and access to 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 Partyparty (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI below).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, 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 (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 the Merging EntityCompany, each of the other Party Parties will cooperate with him and his counsel the contesting or defending Party in the contest or defense, make available their its personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section VII.2 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Tanox 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 (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 Merging EntityAntrum, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S)8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (JPM 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 (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 Merging EntityNexGen, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under §7 below).

Appears in 1 contract

Samples: Unit Purchase Agreement (Beckman Coulter Inc)

Litigation Support. In the event that, and for so long as as, any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Action 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 Merging EntityPurchased Assets or the Transactions, each of the other Party Parties will reasonably cooperate with him such contesting or defending Party and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under the provisions of this Agreement).

Appears in 1 contract

Samples: Asset Purchase Agreement (Pfsweb 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 (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 Merging EntitySeller, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9).

Appears in 1 contract

Samples: Asset Purchase Agreement

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under by this Agreement 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 the Merging EntityMCSI, each of the other Party parties will cooperate with him each other and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 Partyparty (unless the contesting or defending party is entitled to indemnification therefor under Article X).

Appears in 1 contract

Samples: Merger Agreement (Factual Data 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 Proceeding in connection with (i) any transaction contemplated under this Agreement 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 any of the Merging EntityCompany and its Subsidiaries, the other Party will, and will cause its respective Affiliates to, cooperate with him such contesting Party and his counsel its Representatives in the contest or defensedefense of such Proceeding, make available their personnel, and provide such testimony and access to 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 Partycontesting Party (unless the contesting Party is entitled to indemnification therefor under §8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Imation Corp)

Litigation Support. In the event and for so 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 (ia) any transaction the transactions contemplated under this Agreement hereby 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 Merging Entityany Purchased Assets, the other Party will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under Article 9).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hercules Offshore, LLC)

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 (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 any of the Merging EntityTargets, each of the other Party Parties will cooperate with him the contesting or defending Party and his such Party's counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Overland Data Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any third party 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 Merging EntityAdvisor, each of the other Party Parties will cooperate with him such Party and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Appears in 1 contract

Samples: Merger Agreement (CNL Hospitality Properties 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 (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 Merging EntityTarget, each of the other Party Parties will cooperate with him him, her or it and his his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (Intac 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him such Party and his such Party's counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Merger Agreement (Lpa Services 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 Proceeding 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 Buyer, Seller or any Units or the Merging EntityBusiness, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defenseProceeding, make available their personnel, personnel and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is then entitled to seek indemnification therefor under the Indemnification Agreement).

Appears in 1 contract

Samples: Confidentiality Agreement (Alpha NR Holding 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 (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 Merging EntityCompany, each of the other Party will Parties shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under §9 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Courier 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, claim or demand in connection with (i) any transaction contemplated under by this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, acting failure to act, or transaction on or prior to the Closing Date and involving the Merging EntityCompany, the other Party party will cooperate with him such party and his its counsel in the such contest or defense, make available their personnelthe personnel of such other party, and provide such testimony and access to their its books and records as shall be necessary in connection with the such contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Appears in 1 contract

Samples: Stock Purchase Agreement (Denali 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 (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 Merging Entityany of Sellers, each of the other Party Parties will cooperate with him such Party and his such Party's counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 8).

Appears in 1 contract

Samples: Asset Purchase Agreement (O Charleys 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 (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 Merging EntityCompany, the other Party party will cooperate with him it and his its counsel in the contest or defense, make available their personnelpersonnel reasonably available, and provide such testimony and access to 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 Partyparty (unless the contesting or defending party is entitled to indemnification therefor under Article XI for such claim).

Appears in 1 contract

Samples: Stock Purchase Agreement (Parlex 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 (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 Merging EntityTelecom, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Officeland Inc)

Litigation Support. In the event and for so long as any Party party is ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (ia) any transaction contemplated under this Agreement 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 Merging Entity, Subsidiaries; each of the other Party parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Recapitalization Agreement (Derby Cycle 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 (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 Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9).

Appears in 1 contract

Samples: Stock Purchase Agreement (Romac 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Cholestech Corporation)

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 (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 Merging EntityBuyer or the Stockholders, each of the other Party Parties will reasonably cooperate with him the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roper Industries Inc /De/)

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 (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 Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Footwear Group 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 (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 Merging EntityCompany, the other Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 12 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Cape Coastal Trading 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 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 Merging EntityCompanies, each of the other Party parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wolfpack 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 (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 Effective Date involving the Merging EntityCompany or the Subsidiary, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under SECTION 7).

Appears in 1 contract

Samples: Stock Purchase Agreement (Emrise 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 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 Merging EntityCompany, then the other Party will party shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, its personnel and provide such testimony and access to their 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 Partyparty.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emcon)

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 (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 Merging EntitySellers, each of the other Party parties will cooperate with him the contesting or defending party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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.or

Appears in 1 contract

Samples: Plan of Reorganization and Stock Exchange Agreement (Ibiz Technology 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 (i) any transaction contemplated under this Agreement the Acquisition Documents; or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction occurring on or prior to the Closing Date involving the Merging EntitySellers, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Appears in 1 contract

Samples: Asset Purchase Agreement (Teamstaff 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 (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 Merging EntityTarget, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Aurelio Resource 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 (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or occurring prior to the Closing Date Effective Time involving the Merging EntitySeller or any Company, each of the other Party Parties will cooperate with him each other and his their counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).

Appears in 1 contract

Samples: Purchase Agreement (Certified Services 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 (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 Merging EntityGenerac, each of the other Party will Parties shall cooperate with him and his such Party or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records (including with respect to insurance) as shall be necessary reasonably requested in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party.

Appears in 1 contract

Samples: Merger Agreement (Generac Holdings Inc.)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any Person other than the other Party in connection with (ia) any transaction the transactions 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 involving any of the Closing Date involving the Merging EntityPurchased Assets, the other Party will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, personnel and provide such testimony and access to 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hercules Offshore, LLC)

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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article IV below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Geokinetics Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any third-party 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 Merging EntityCompany, each of the other Party will Parties shall cooperate with him and his such Party or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (except as otherwise provided in Section 9).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunair Electronics 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 (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 Merging EntityChatham, the other each Party will shall cooperate with him it and his its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliance Steel & Aluminum 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate reasonably with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nexxus Lighting, 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 (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 Merging EntitySCA, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 11 below).

Appears in 1 contract

Samples: Merger Agreement (Snyder Communications 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification).

Appears in 1 contract

Samples: Stock Purchase Agreement (Galaxy Championship Wrestling 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 (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 Merging EntityDO Group Parties, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Contribution Agreement (Mity Lite 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 (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 of the Merging EntityCompanies, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under (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 hereto is actively is contesting or defending against 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 Merging EntityHolding, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the such contest or defense, all at the sole cost and expense of the contesting or defending Partyparty.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mity Lite 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 (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 any of the Merging EntityParties, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor pursuant to this Agreement).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (LDM Technologies 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 (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 Merging EntityTarget, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Popmail Com Inc)

Litigation Support. In the event and for so 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 (ia) any transaction the transactions contemplated under this Agreement hereby 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 Merging Entityany Purchased Assets, the other Party will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 9).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hercules Offshore, LLC)

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 (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 Merging EntityAdvisor, each of the other Party Parties will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 12 below).

Appears in 1 contract

Samples: Merger Agreement (Commercial Net Lease Realty Inc)

Litigation Support. In the event If 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 (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 Merging EntityCompany, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rti International Metals 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 (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 Merging EntityNova, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Appears in 1 contract

Samples: Merger Agreement (American Consolidated Laboratories 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 (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 Merging EntityCompany and its Subsidiaries, each of the other Party Parties will cooperate with him him, her or it and his his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Merger Agreement (Source Information Management 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, claim or demand in connection with 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 transaction, on or prior to the Closing Date involving the Merging EntityTarget, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunbelt Automotive Group 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 (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 Merging EntityCompany, each of the other Party will Parties shall cooperate with him or it and his or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Appears in 1 contract

Samples: Stock Purchase Agreement (Childrens Comprehensive Services 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius 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 (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 Merging Entityany of SRT, Syntech and its Subsidiaries, each of the other Party Parties will cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the defending or contesting Party is entitled to indemnification therefor hereunder).

Appears in 1 contract

Samples: Stock Purchase Agreement (McWhorter Technologies Inc /De/)

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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make reasonably available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius 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, 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 Merging EntitySeller, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 9).

Appears in 1 contract

Samples: Merger Agreement (Ilex Oncology 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 Proceeding after the Closing 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 Merging EntityCompany, each of the other Parties will (unless its interests are adverse to the contesting or defending Party will in such Proceeding) cooperate with him it and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Interest Purchase Agreement (Rekor Systems, 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 (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 date hereof involving the Merging EntityProperty Management Business, the other Party Parties will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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.

Appears in 1 contract

Samples: Transition Services Agreement (Columbia Property Trust, 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 (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 Effective Date involving the Merging EntityContributor, the other Party will cooperate with him and his counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Contribution Agreement (American Spectrum Realty 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 (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 Merging EntityLMS, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Sec.8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Canterbury Corporate Services 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 Proceeding 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 Buyer, Seller or any of Acquired Interests or the Merging EntityBusiness, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defenseProceeding, make available their personnel, personnel and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is then entitled to seek indemnification therefor under the Indemnification Agreement).

Appears in 1 contract

Samples: Confidentiality Agreement (Alpha NR Holding Inc)

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, 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 Merging EntityCompany, the other each Party will cooperate with him the other Party and his its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Full House Resorts 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 42 50 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 Merging EntitySeller, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 11).

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Billing Concepts 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 (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 date hereof involving the Merging EntityBusiness, the other Party will cooperate with him the contesting or defending Party and his its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their 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.

Appears in 1 contract

Samples: Transition Services Agreement (Wells Real Estate Investment Trust Ii Inc)

Litigation Support. In the event If and for so long as any Party is actively is ------------------ contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under this Agreement 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 the Merging EntityCompany, each of the other Party will Parties shall cooperate with him such Party and his such Party's counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 8).

Appears in 1 contract

Samples: Stock Purchase Agreement (Stoneridge 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 (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 Merging EntityTarget or the Sellers, each of the other Party Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sykes Enterprises 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 (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 Merging EntityCompany, each of the other Party Parties will cooperate with him the contesting or defending Party and its or his counsel in the contest or defensecontest, make available their personnel, personnel and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under this Agreement).

Appears in 1 contract

Samples: Stock Purchase Agreement (Colorado Medtech Inc)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction the transactions contemplated under this Agreement hereby 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 Merging Entityany Purchased Assets, the other Party Parties will cooperate with him such Party and his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to 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.

Appears in 1 contract

Samples: Asset and Securities Purchase Agreement (Hercules Offshore, LLC)