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 Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the other Party will cooperate with the contesting or defending 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 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 therefore under Article 8 below).

Appears in 8 contracts

Samples: Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.)

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Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the other Party will cooperate with the contesting or defending 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 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 therefore under Article 8 7 below).

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding Action, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under described in this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the other Party Parties will cooperate with the contesting or defending Party each other and its their respective counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at at, the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore therefor under Article 8 X below).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Generex Biotechnology Corp), Asset Purchase Agreement (Generex Biotechnology Corp), Asset Purchase Agreement (Generex Biotechnology Corp)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the other Party will cooperate with the contesting or defending 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 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 therefore under Article 8 6 below).

Appears in 2 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any Proceeding Claim in connection with (ia) any transaction contemplated under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Businessany Party, the other Party Parties will cooperate with the contesting or defending Party and its counsel in the such contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall may be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore under Article 8 below)party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Orion Marine Group Inc), Asset Purchase Agreement (Orion Marine Group Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the BusinessCompany, each of the other Party will Parties shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available its their personnel, and provide such testimony and access to its 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 Party; provided, however, that the contesting or defending Party is entitled foregoing shall not limit any Party’s rights to indemnification therefore under Article 8 below)10.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Montpelier Re Holdings LTD), Stock Purchase Agreement (Gainsco Inc)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any Proceeding Action in connection with (ia) any transaction contemplated under this Agreement the Transactions or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any of the BusinessAcquired Entities or Subsidiaries thereof, the each other Party will cooperate with the contesting or defending such Party and its such Party’s counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its 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 therefore therefor under Article 8 below)8).

Appears in 2 contracts

Samples: Share Purchase Agreement (Ion Geophysical Corp), Share Purchase Agreement (Ion Geophysical Corp)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any Proceeding Action in connection with (ia) any transaction contemplated under this Agreement the Transactions or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the each other Party will cooperate with the contesting or defending such Party and its such Party’s counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall will 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 or one of its Affiliates is entitled to indemnification therefore therefor under Article 8 belowARTICLE 11).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Innovo Group Inc), Asset Purchase Agreement (Cygne Designs Inc)

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any Proceeding action in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, plan occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Funding Date involving which relates to the Business, the other Party party will cooperate with the contesting it or defending 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 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 unless, and to the extent that, the contesting or defending Party party is entitled to indemnification therefore under Article 8 belowhereunder).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Affiliated Computer Services Inc)

Litigation Support. In the event event, and for so long as as, any Party party actively is contesting or defending against any Proceeding Action 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 Business, the other Party party will cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available its personnelpersonnel at reasonable times and upon reasonable notice, and provide such testimony and access to its books and records as shall will 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 therefore for such under Article 8 belowVIII).

Appears in 1 contract

Samples: Asset Purchase Agreement (American Tower Corp /Ma/)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement the Transactions or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction circumstance on or prior to the Closing Date involving the Business, each of the other Party Parties will reasonably cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnelpersonnel reasonably available, and provide such testimony and access to its books and records as shall will 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 therefore therefor under Article 8 below7).

Appears in 1 contract

Samples: Asset Purchase Agreement (Tactile Systems Technology Inc)

Litigation Support. In the event event, and for so long as as, any Party actively is contesting or defending against any Proceeding action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the BusinessCompany, each of the other Party Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its 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 provided that the foregoing shall not apply to actions or claims between the Parties or if the contesting or defending Party is entitled to indemnification therefore therefor under Article 8 VIII below).

Appears in 1 contract

Samples: Stock Purchase Agreement (NationsHealth, Inc.)

Litigation Support. In the event and for so So long as any either Party actively is contesting or defending against any Proceeding in connection with (ia) any transaction contemplated under this Agreement the Contemplated Transactions, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or attributable to the period prior to the Closing Date involving the BusinessLion Oil, the other Party will cooperate with the contesting or defending such Party and its such Party’s counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary reasonably requested 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 therefore therefor under Article 8 belowVIII).

Appears in 1 contract

Samples: Stock Purchase Agreement (Delek US Holdings, Inc.)

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any Proceeding Action in connection with (ia) any transaction contemplated under this Agreement the Transactions or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Effective Date involving the BusinessMerger, the each other Party will cooperate with the contesting or defending such Party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall will 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 therefore therefor under Article 8 belowthe Merger Agreement).

Appears in 1 contract

Samples: Voting Agreement (B2bstores Com Inc)

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Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any Proceeding in connection with (ia) any transaction contemplated under this Agreement the Transaction Documents or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the BusinessCompany, the other Party will Seller Parties shall cooperate with the contesting or defending Party and its counsel in the defense or contest or defense, make available its personnel, and provide such testimony and access to 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 therefore therefor under Article 8 below7).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Evome Medical Technologies Inc.)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding Action 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 BusinessCompany, each of the other Party Parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its 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 therefore therefor under Article Section 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

Litigation Support. In the event event, and for so long as as, any Party actively is contesting or defending against any Proceeding Legal Action in connection with (ia) any transaction contemplated under this Agreement aspect of the Transactions or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the BusinessBrookwood or its Subsidiaries, the other Party will cooperate with the Party contesting or defending 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 shall will 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 therefore therefor under Article 8 below)8).

Appears in 1 contract

Samples: Stock Purchase Agreement (Surmodics Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Business, the other Party will cooperate with the contesting or defending 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 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 therefore therefor under Article Section 8 below).

Appears in 1 contract

Samples: Asset Purchase Agreement (Barr Pharmaceuticals Inc)

Litigation Support. In After the Closing, in the event and for so long as any either Party actively is contesting or defending against any 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, or transaction on or prior to the Closing Date involving any of the BusinessTransferred Entities, the other Party will reasonably cooperate with the contesting or defending Party and its counsel in the contest or defensecontest, make available its personnel, their personnel and provide such testimony and access to its 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 therefore therefor under Article 8 belowARTICLE VIII).

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Newpark Resources Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding Claim in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the BusinessCompany, each of the other Party Parties will cooperate with the contesting or defending Party and it its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its 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 therefore therefor under Article 8 X below).

Appears in 1 contract

Samples: Purchase Agreement (Nexsan Corp)

Litigation Support. In the event and for so So long as any Party party actively is contesting or defending against any Proceeding in connection with (ia) any transaction the transactions contemplated under this Agreement hereby or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Businessany Acquired Company, the each other Party party will cooperate with the contesting or defending Party such party and its such party’s counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall will 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 is entitled subject to any indemnification therefore rights under Article 8 belowX).

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any Proceeding in connection with (ia) any transaction contemplated under this Agreement the Contemplated Transactions or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the BusinessCompany, the other Party will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its 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 therefore therefor under Article 8 below).

Appears in 1 contract

Samples: Stock Purchase Agreement (Primoris Services Corp)

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