Common use of Litigation Support Clause in Contracts

Litigation Support. If and for so long as any party is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Seller, the other party will cooperate with it and 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 unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the Seller, each of the other party will Parties shall cooperate with it and 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 party Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs8 below).

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Seller, each of the other party parties will cooperate with it each other and 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 (unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle X).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand Legal Proceeding in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction occurring on or prior to the Closing Date involving the SellerCompany or any of the Consolidated Subsidiaries, each of the other party will Parties shall cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle IX).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, plan occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany and brought by a third party, the other party will Party shall cooperate with it the contesting or defending Party and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs10).

Litigation Support. If and for so long as any party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerBusiness or the Assets, the other party will cooperate with it and 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 may be necessary or desirable in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party party, unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle VII below.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerDate, the other party Party will cooperate with her or it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs12 below).

Litigation Support. If In the event and for so long as any party Party is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerTarget, the other party will Party shall cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs§8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 date hereof involving the SellerTarget or its Subsidiaries, the other party will Party shall cooperate with it and 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 unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsParty.

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any charge, complaint, action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerSellers, each of the other party parties will cooperate with it and 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 reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor therefore under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle VI below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerTarget, the other party will Party shall cooperate with it and 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 unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsParty.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerSybra, the other party will Party shall cooperate with it and 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 unless Party (except to the extent that the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs[section]8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim complaint or demand other Proceeding by any Person not a Party hereto in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with it and 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, including entering into a joint defense agreement or confidentiality 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 XI; provided, however, that neither party shall charge the other for its internal personnel costsARTICLE IX below).

Litigation Support. If In the event, and for so long as as, any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (a) any transaction contemplated by this Agreement, or (b) 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 either of the SellerCompanies, each of the other party Parties will cooperate with it and 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 unless Party (provided that the foregoing shall not apply to actions or claims between the Parties or if the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle 8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by this Agreement, the Transaction or (bii) 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 SellerTarget, each of the other party Parties will cooperate with it and 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 or desirable in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any charge, complaint, action, suit, proceedingsproceeding, hearing, investigation, chargeclaim, complaint, claim or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the Seller, the other party Party will cooperate with it Seller and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs9 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the any Seller, each of the other party will Parties shall cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, defense 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 provided that any reasonable actual, out-of-pocket costs incurred as a result of such cooperation shall be reimbursed to the sole cost and expense of the contesting or defending party unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costscooperating party.

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerWIS, each of the other party parties will cooperate with it the other parties and its 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 necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle XI below).

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any third party action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by this Agreement, Transaction or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other party parties will reasonably cooperate with it such party and 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 unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither the contesting or defending party shall charge reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel costsproviding such assistance).

Litigation Support. If and for so long as any party is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerSeller or INS, the other party will cooperate with it and 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 unless the contesting or defending party is entitled to indemnification therefor under Section XI11, below; provided, however, that neither party shall charge the other for its internal personnel costs.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim complaint or demand other Proceeding by any Person not a Party hereto in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with it and 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 reasonably necessary in connection with the contest or defense, including entering into a joint defense agreement or confidentiality 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 XI; provided, however, that neither party shall charge the other for its internal personnel costsARTICLE IX below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerFurash, the other party Party will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerHTCC, the other party will Party shall cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor therefore under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs7 below).

Litigation Support. If In the event and for so long as any party Party ------------------ actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerSybra, the other party will Party shall cooperate with it and 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 unless Party (except to the extent that the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsSection8 below).

Litigation Support. If and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs§8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Sellerany Party, each of the other party will Parties shall cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, defense 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 provided that any reasonable actual, out-of-pocket costs incurred as a result of such cooperation shall be reimbursed to the sole cost and expense of the contesting or defending party unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costscooperating party.

Litigation Support. If and for For so long as any party Party is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand after the Closing in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerBusiness, each of the other party Parties will cooperate with him, her or it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle IX).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim order or demand investigation in connection with (ai) any transaction the transactions contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with it and 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 party Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle IX below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (a) any transaction Transaction contemplated by under this Agreement, Agreement or (b) 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 SellerClosing, each of the other party Parties will cooperate with him, her, or it and his, her, or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their its books and records as shall will be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending party Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle X).

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand in connection with (ai) any transaction contemplated by under this Agreement, or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, the other party will cooperate with it the party and 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 unless party, subject to the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsprovision set forth in Article 9.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerBusiness, the other party Parties will cooperate with it the contesting or defending Party and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, the other party Party will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs11 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, the other party Party will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle XII hereof).

Litigation Support. If and for so long as any party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) 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 SellerADG, each of the other party parties will cooperate with it each other and 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 (unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle X).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerDate, the other party Parties will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel coststherefore as described below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim or demand after the Closing in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with him, her or it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XIArticle 9); provided, however, however that neither party no Party shall charge the other for its internal personnel costsbe obligated to provide such cooperation in connection with a proceeding in connection with this Agreement.

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim complaint or demand other Proceeding by any Person not a Party hereto in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the SellerCompany, each of the other party Parties will cooperate with it and 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, including entering into a joint defense agreement or confidentiality 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 XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle IX below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (a) any transaction contemplated by under this Agreement, ; or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the Seller, Slaterdome each of the other party Parties will cooperate with it and such other Party 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsParagraph 8 below).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) 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 SellerTICA, the other party will Party shall cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle 10 below).

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any action, suit, proceedings, hearing, investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated by this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Seller, each of the other party parties will cooperate with it each other and 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 (unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle X).

Litigation Support. If In the event and for so long as any party Party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, the other party Party will cooperate with it and 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costsArticle XI hereof).

Litigation Support. If In the event and for so long as any party actively is actively contesting or defending against any action, suit, proceedingsproceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ai) any transaction contemplated by under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the SellerCompany, the other party will cooperate with it the other party and 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 (unless the contesting or defending party is entitled to indemnification therefor under Section XI; provided, however, that neither party shall charge the other for its internal personnel costs12 above).