Common use of Litigation Support Clause in Contracts

Litigation Support. (a) In the event and for so long as any party hereto is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim or demand in connection with (i) any transaction contemplated under this Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Company, the other parties will cooperate with the contesting or defending parties and its counsel in the contest or defense, make available its personnel and provide such testimony and access to its books and records as may be necessary in connection with the contest or defense, 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. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to which arises within two (2) years after the Closing Date and involving the Company, each of the other parties Parties will cooperate with the contesting or defending parties such Party, its Affiliates and its their counsel in the contest or defense, make available its their personnel and provide such testimony and access to its their books and records as may shall be reasonably 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 8)8 below).

Litigation Support. (a) In the event and for so long as any party hereto actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand of third parties after the Closing in connection with (i) any transaction contemplated under this Agreement, by the Agreement or (ii) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving any of the CompanySubject Assets or the Business, each of the other parties will shall cooperate with the contesting or defending parties and its counsel in the contest defense or defensecontest, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 pursuant to Section 8)8 of the Agreement).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the CompanyMercer, each of the other parties Parties will cooperate with the contesting him, her or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8).SECTION 8 below). (c)

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement, Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyCompany or the Subsidiary, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)SECTION 7 below).

Litigation Support. (a) In the event that, and for so long as as, any party hereto actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand (including Tax audits) 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 act, or transaction on or prior to the Closing Date involving the CompanyCorporation, each of the other parties will cooperate with the contesting or defending parties such party and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)10 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyInfinity, each of the other parties Parties will cooperate with the contesting him or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)SECTION 8 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date date hereof involving the CompanyCompany or its Subsidiaries, each of the other parties Parties will reasonably cooperate with the contesting or defending parties it and its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)6 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyWPC, each of the other parties Parties will cooperate with the contesting him or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)8 below).

Litigation Support. (a) In the event event, and for so long as as, any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving any of the CompanyAcquired Assets, the other parties Party will cooperate with the contesting or defending parties Party and its counsel in the contest or defensedefense thereof, make available its personnel and provide such testimony and access to its books and records as may shall be reasonably necessary in connection with the contest or defensedefense thereof, 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 hereof).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanytriSpan, each of the other parties Parties will cooperate with the contesting him or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)ARTICLE 8 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any Proceeding, charge, complaint, actionclaim, audit, suit, proceeding, hearing, investigation, claim or demand in connection with (i) any transaction contemplated under this Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyAcquired Assets, the other parties Party will cooperate with the contesting or defending parties Party and his or its counsel in the contest or defense, make available his or its personnel personnel, and provide such testimony and access to his or its books and records as may 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 therefore under Section 8)Sections 8(h), 8(i), or 8(j) below).

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

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyTARGET, each of the other parties Parties will cooperate co-operate with the contesting him, her or defending parties it and his, her or its counsel in the contest or defensedefence, make available its personnel their personnel, and provide such testimony and access to its their books and records as may shall be reasonably necessary in connection with the contest or defensedefence, 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)8 below).

Litigation Support. (a) In the event and for so long as any party hereto is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the CompanyDivision, the other parties party will cooperate with the contesting or defending parties party and its counsel in the contest or defense, make available its personnel and provide such testimony and access to its books and records as may be necessary in connection with the contest or defense, 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).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Effective Date involving any of the CompanyTargets and their Subsidiaries, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)7 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date date hereof involving any of the CompanyCompany and its Subsidiaries, the other parties Party will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and will provide such testimony and access to its their books and records as may 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 8)9 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving any of the CompanyTarget and its Subsidiaries, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may be necessary reasonably requested 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 8)8 herein).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either of the CompanyTarget or the Seller, each of the other parties Parties will cooperate with the contesting or defending parties Party and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)8 below).

Litigation Support. (a) In the event and for so long as any party hereto Party is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyTarget or a Subsidiary, each of the other parties Parties will cooperate with the contesting or defending parties Party and its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 this Section 8)7).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to before the Closing Date involving any entity in the CompanyAffordable Housing Group, the other parties will Party shall cooperate with the contesting or defending parties Party and its counsel in the contest defense or defensecontest, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)8 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyDivision, the other parties Party will use reasonable best efforts to cooperate with the contesting or defending parties Party and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)8 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction accruing on or prior to the Closing Date involving the CompanyBusiness or the Purchased Assets, each of the other parties Parties will cooperate with the contesting or defending parties it and its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)Article VIII below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyESCLI, each of the other parties Parties will cooperate with the contesting him, her or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may shall be reasonably 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 8)ss.6 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving any of the Company, the Company Assets or the Business, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)Article 9).

Litigation Support. (a) In the event and for so long as any party hereto ------------------ Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyLegacy, each of the other parties Parties will cooperate with the contesting him or defending parties it and his, her or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8).8 below). ---------

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyAcquired Assets or the Business, the other parties Party will cooperate with the contesting or defending parties Party and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)9 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanySeller, each of the other parties Parties will cooperate with the contesting or defending parties Party and his or its counsel in the contest or defense, make available his or its personnel personnel, and provide such testimony and access to his or its books and records as may 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 8).8(g) or Section 8(h) below). (c)

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanyAssociation or any Seller, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)9 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the CompanySeller and its Affiliates, the other parties Party will cooperate with the contesting or defending parties Party and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)ss.7 below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the Companyany of Master Products and its Subsidiaries, each of the other parties Parties will cooperate with the contesting or defending parties it and its counsel in the contest or defense, make available its personnel personnel, and provide such testimony and access to its books and records as may 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 8)8 below).

Litigation Support. (a) In the event and for so long as any party hereto actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, or demand (other than against the other party) in connection with (ia) any transaction contemplated under this Agreement, (b) any Purchased Asset or (iic) 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 CompanySeller, the each other parties will party shall cooperate with the contesting or defending parties party and its counsel in the contest defense or defensecontest, make available its personnel personnel, and provide such testimony and access to its books and records as may shall be reasonably 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 therefore under Section Article 8).

Litigation Support. (a) In the event and for so long as any party hereto actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving the Company, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)Article IX below).

Litigation Support. (a) In the event and for so long as any party hereto Party actively is actively contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Effective Date involving the CompanyCompany or the Subsidiary, each of the other parties Parties will cooperate with the contesting him or defending parties it and his or its counsel in the contest or defense, make available its personnel their personnel, and provide such testimony and access to its their books and records as may 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 8)SECTION 7).