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 Company, each of the other Parties shall cooperate with such Party or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification under Section 9 below).

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, act or transaction on or prior to the Closing Date involving the Company, each of the other Parties shall will cooperate with such Party or Party, its Affiliates and their counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

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: 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 Companythe Company or any of its Subsidiaries, each of the other Parties shall Party will cooperate with such Party it or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Seller, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

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 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 Company, Star Dot; each of the other Parties shall will cooperate with such other Party or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section Paragraph 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Target, each of the other Parties shall cooperate with such Party him or it and his or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 CompanyTFSB, each of the other Parties shall will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification under Section 9 below)8).

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, act or transaction on or prior to before the Closing Date involving Companyany Asset, each of the other Parties Party shall cooperate with such the contesting or defending Party or and its counsel in the defense or contest, 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 defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and him or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall will be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, audit, proceeding, hearing, investigation, charge, complaint, 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 on or prior to the Closing Date involving CompanyX Ray, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

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, 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, Alpha Wire Limited action, failure to act, act or transaction on or prior to the Closing Date involving Companythe Business, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, its personnel and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 ? 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 CompanyCompuventures, each of the other Parties shall will cooperate with such Party or its him and his counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article 12 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore under Section 9 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (ia) any transaction contemplated under this Agreement; Agreement or (iib) any fact, situation, circumstance, status, condition, activity, activity practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving Companyeither party, each of the other Parties shall party will reasonably cooperate with such Party the contesting or defending party and its counsel in the defense such contest or contestdefense, make available their its personnel, and provide such testimony and access to their its books and records as shall may be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 9 belowSECTION 10).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 10 below).

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, act or transaction on or prior to the Closing Date involving any Company, each of the other Parties shall will cooperate with such Party or Party, its Affiliates and their counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article 11 below).

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 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 Companythe Seller, each of the other Parties Party shall cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification under Section 9 below10).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceedingProceeding, hearing, investigation, charge, complaint, 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 on or prior to the Closing Date involving any Acquired Company, each of the other Parties shall Party will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article VIII below).

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; 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 Company, each of the other Parties shall parties will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 9 Article VIII below).

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 (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 the Company, each of the other Parties shall cooperate with such Party or its and such Party's counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).Article 8). ---------

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Target, each of the other Parties shall cooperate with such Party him or it and his or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 7 below).

Litigation Support. In the event and for so long as any Party actively ------------------ is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall cooperate with such Party him or it and his or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 (S)8 below).

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 (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 date hereof involving the Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 9 below10).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 CompanyTarget or InnoWare Plastic, each of the other Parties shall Party will cooperate with such Party or it and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Target, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 §:8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, compliant, action, suit, proceeding, hearing, investigation, charge, complaint, 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 on or prior to the Closing Date involving the Company, each of the other Parties shall will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 9 Paragraph 8 below).

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 (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 Companythe Seller, each of the other Parties shall cooperate with such Party or its and such Party's counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).Article 8). ---------

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, act or transaction on or prior to the Closing Date involving Companythe Seller, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 belowARTICLE 10 hereof).

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, act or transaction on or prior to the Closing Date involving Companythe Seller, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 belowArticle 11 hereof).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceedingProceeding, hearing, investigation, charge, complaint, 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 on or prior to the Closing Date involving any Acquired Company, each of the other Parties shall Party will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore under Section 9 Article VIII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

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: 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 Company, each of the other Parties shall cooperate with such Party or its and such Party's counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below)Article 8).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party or and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Advisor, each of the other Parties shall will cooperate with such Party or its him and his counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article XII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 7 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will reasonably cooperate with such Party or it and its counsel in the defense contest or contestdefense, reasonably make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 belowArticle VIII hereof).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Target, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 10 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section ss. 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party her or it and her or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 12 below).

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 Action by any Person not a party hereto in connection with: 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 Companythe Company or any Company Subsidiary, each of the other Parties shall parties will cooperate with such Party party or its counsel in the defense contest or contestdefense, 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, including entering into a joint defense agreement or contestconfidentiality agreement with respect thereto, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section Article 9 below).

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 (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 directly involving CompanySeller, the Business or the Assets, each of the other Parties shall parties will make all reasonable efforts to cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 section 18.11 below).

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, 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 Company, each of the other Parties shall parties hereto will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section Article 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 two years prior to the Closing Date involving CompanyTarget, each of the other Parties shall cooperate with such Party or it and its counsel in the defense or contest, 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 defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

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, act or transaction on or prior to the Closing Date involving the Company, each of the other Parties shall will cooperate with such Party her or it and her or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section Article 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below12).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall Party will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 9 11 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceedingProceeding, 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 Companythe Acquired Companies, each of the other Parties shall Party will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 Article 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Company, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 accruing on or prior to the Closing Date involving CompanyInfohiway, each of the other Parties shall will cooperate with such Party or its him and his counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 before the Closing Date involving Companythe Assets, each of the other Parties Party shall cooperate with such the contesting or defending Party or and its counsel in the defense or contest, make available their its personnel, and provide such testimony and access to their its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below)SECTION 8).

Litigation Support. In in the event and for so long as any Party ------------------- actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any i)any transaction contemplated under this Agreement; , or (ii) any 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 Company, each of the other Parties shall will cooperate with such Party or it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section Sec. 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (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 Companythe Seller, each of the other Parties shall Party will cooperate with such the contesting or defending Party or and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; 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 CompanyRPI, each of the other Parties shall will cooperate with such Party him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 8 below).