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 before the Closing Date involving any Acquired Company or the Relevant Assets, the other Party shall cooperate with the contesting or defending Party and its counsel in the defense or contest, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 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 (i) any transaction contemplated under this Agreement (other than between the Buyer and the Seller) or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired Company or of the Relevant AssetsDivision and the Division Subsidiaries, the other Party shall will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before the Closing Date Effective Time involving the Acquired Interest, any Acquired Company of the Starfish Companies or the Relevant Subject Assets, the other Party shall cooperate with the contesting or defending Party and its counsel in the defense or contest, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 thereof under Section 8).

Litigation Support. In the event and for so long as any Party actively is contesting contesting, prosecuting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement Purchase Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired Company or the Relevant AssetsSeller, the other Party shall will cooperate with the prosecuting, contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the prosecuting, contesting or defending Party (unless the prosecuting, contesting or defending Party is entitled to indemnification therefor under Section 8)9 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 either pending at the time of Closing or brought within two years following the Closing, 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 before prior to the Closing Date involving any the Acquired Company or the Relevant Assets, the other Party shall cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 asserted by a third party 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 before prior to the Closing Date involving any Acquired Company or of the Relevant AssetsTarget , each of the other Party shall Parties will cooperate with the contesting or defending Party and its that Party’s counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)§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 (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 before prior to the Closing Date involving any Acquired of the Company or the Relevant Assetsand its Subsidiaries, each of the other Party shall Parties will cooperate with the contesting him, or defending Party it and his, hers or its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 asserted by a third party 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 before prior to the Closing Date involving any Acquired Company or of the Relevant AssetsTarget , each of the other Party shall Parties will cooperate with the contesting or defending Party and its that Party' s counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)§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 asserted by a third party 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 before prior to the Closing Date involving any Acquired Company or of the Relevant AssetsTarget , each of the other Party shall Parties will cooperate with the contesting or defending Party and its that Party’s counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 therefore under Section 8)§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 (other than by a Party against another Party to this Agreement) 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 before prior to the Closing Date involving any Acquired Company or the Relevant AssetsXxxxxxx, each of the other Party shall Parties will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 of a third party (i.e., someone other than one of the Parties or their respective Affiliates) in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving any Acquired Company or either of the Relevant AssetsCompanies, each of the other Party shall Parties will cooperate with the contesting or defending Party it and its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)8 below).

Litigation Support. In the event and for so as long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (excluding any dispute between I-trax and another Party) 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 before prior to the Closing Date involving any Acquired Company or the Relevant AssetsProFitness, each of the other Party shall Parties will cooperate with the contesting him, her or defending Party it and his, her or its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their 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 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 8)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 (i) any third-party claim or action in connection with the 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 before prior to the Closing Date involving any Acquired Company or of the Relevant AssetsTarget and its Subsidiaries, each of the other Party shall Parties will cooperate with the contesting him or defending Party it and his or its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their 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 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 8)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 not involving one Party or the Company claiming against another Party or the Company, 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 before prior to the Closing Date involving any Acquired Company or the Relevant AssetsCompany, each of the other Party shall Parties will cooperate with the contesting him or defending Party it and its or its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before prior to the Closing Date involving any the Sellers and their activities in connection with the Business or Acquired Company or the Relevant Assets, the other Party shall will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)8 below).

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any third party transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving any Acquired Company or Maynxxx xxxt is not related to the Relevant Assetstransactions contemplated by this Agreement, the other Party shall cooperate with party will provide its reasonable cooperation to the contesting or defending Party party and its counsel in the defense contest or contestdefense, make available its personnel, personnel and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall may be 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 therefore under Section 8)11).

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 before prior to the Closing Date involving any Acquired Company or the Relevant AssetsTarget Business, each of the other Party shall Parties will take reasonable actions to cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books books, records and records (other than books items and records which are subject to privilege or to confidentiality restrictions) materials as shall be 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 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 (i) any transaction transactions contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving Bearings Company (or it business or operations or any Acquired Company of its assets or the Relevant Assetsproperties), each of the other Party shall Parties will fully cooperate with the contesting or defending such Party and its such Party's counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)8 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 demand, arising out of, or relating to or in connection with (i) any transaction contemplated under this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or before prior to the Closing Date involving any Acquired Company or the Relevant AssetsDate, each of the other Party shall Parties will cooperate with the contesting or defending Party it and its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)8 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 (i) any transaction contemplated under this the Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving the Assets (including, without limitation, any Acquired Company or the Relevant AssetsAdverse Consequences), the other each Party shall will (and Buyer will cause Xxxxxx to) cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, personnel and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be necessary and reasonable 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 8)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 (other than by a Party against another Party to this Agreement) 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 before prior to the Closing Date involving any Acquired Company or the Relevant AssetsXxxxxxx, each of the other Party shall Parties will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before prior to the Closing Date involving any Acquired Company or the Relevant Assetsbusiness of ESI as conducted prior to the Closing Date, the other Party shall Pary will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before prior to the Closing Date involving any Acquired Company or the Relevant Assetsof PNW, Holdings, WestCoast and its Subsidiaries, each of the other Party shall Parties will cooperate with the contesting him or defending Party it and his or its counsel in the defense contest or contestdefense, make available its their personnel, and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (i) any transaction contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired Company the Division, the Business or the Relevant AssetsAcquired Assets or any matter described in Section 7(b), 7(c) or 7(d), the other Party shall will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available reasonable access to its personnel, and provide such testimony and reasonable access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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, 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 before prior to the Closing Date involving any Acquired Company the Surviving Corporation or the Relevant AssetsShareholders, each of the other Party shall Parties will reasonably cooperate with the contesting or defending Party and his or its counsel in the defense contest or contestdefense, make available his or its personnel, and provide such testimony and access to his or 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 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 8).8 below). 42

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 before the Closing Date involving any Acquired Company Company, any portion of the Subject Assets or any portion of the Relevant AssetsDeepwater Interest, the other Party shall cooperate with the contesting or defending Party and its counsel in the defense or contest, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 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 (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 before prior to the Closing Date involving any of the Acquired Company Assets or the Relevant AssetsAssumed Liabilities, the other Party shall will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)§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 (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 before prior to the Closing Date involving any Acquired Company or the Relevant Assetsany of its Subsidiaries, each of the other Party shall Parties will cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the defense or contest, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall will be 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 8)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 (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 before prior to the Closing Date involving any Acquired Company or the Relevant Assetsany of its Subsidiaries, each of the other Party shall Parties will cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before prior to the Closing Date involving any Acquired Company the Parent or the Relevant AssetsShareholders, each of the other Party shall Parties will reasonably cooperate with the contesting or defending Party and his or its counsel in the defense contest or contestdefence, make available his or its personnel, and provide such testimony and access to his or its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be necessary in connection with the defense contest or contestdefence, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to such indemnification therefor under Section 8)8 below).

Litigation Support. In the event that and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Legal Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving any Acquired Company or the Relevant AssetsCompany, each of the other Parties (if and only to the extent that neither (A) such other Party shall cooperate with or Parties are not adverse to the contesting or defending party in such Legal Proceeding nor (B) the contesting or defending Party is entitled to indemnification therefor under Section 8 below), will cooperate with him, her or it and his, her or its counsel in the defense contest or contestdefense, make available its personnel, their personnel and provide such testimony and access to its their books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)Party.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired the Business, the Buyer, the Company or the Relevant AssetsGeneral Partner, each of the other Party shall Parties will reasonably cooperate with the contesting or defending Party and his or its counsel in the defense contest or contestdefense, make available his or its personnel, and provide such testimony and access to his or 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 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 8)8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (i) any transaction contemplated under this Agreement or Agreement; or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction existing on or before occuring prior to the Closing Date involving any Acquired Company or the Relevant AssetsTarget, each of the other Party shall Parties will cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)§8 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, or demand in connection with (i) any transaction contemplated under this Agreement or any of the other agreements contemplated herein or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired Company Seller or the Relevant Purchased Assets, the other Party shall parties will reasonably cooperate with the contesting or defending Party party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to 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 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 8)9.1 hereof).

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any third party transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or before prior to the Closing Date involving any Acquired Company or Xxxxx that is not related to the Relevant Assetstransactions contemplated by this Agreement, the other Party shall cooperate with party will provide its reasonable cooperation to the contesting or defending Party party and its counsel in the defense contest or contestdefense, make available its personnel, personnel and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall may be 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 8)11).

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 the Plan of Merger or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or before prior to the Closing Date involving any Acquired Company relating to the Crude Oil Business Assets or the Relevant AssetsCrude Oil Business, the other Party shall will cooperate with the contesting or defending Party and its counsel in the defense contest or contestdefense, make available its personnel, and provide such testimony and access to its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)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 (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 before prior to the Closing Date involving NLASCO or any Acquired Company or the Relevant Assetsof its Subsidiaries, each of the other Party Parties shall cooperate with the contesting him, her, or defending Party it and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records (other than books and records which are subject to privilege or to confidentiality restrictions) as shall be 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 8)8 below).