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 charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstance, status, condition, activity practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either party, the other party will reasonably cooperate with the contesting or defending party and its counsel in such 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 9).

Litigation Support. In the event If and for so long as any party hereto actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim Claim or demand investigation in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Assets, the Assumed Liabilities or the Business, each of the other party parties will reasonably cooperate with the contesting or defending party and his or its counsel in such the contest or defense, make available its personnel, and provide such testimony and access to its books and records as may shall be reasonably necessary in connection with respect to 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 9as provided elsewhere in this Agreement).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand with third parties in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyHOST or any of its Subsidiaries, each of the other party Parties will reasonably cooperate with the contesting or defending party it and its counsel in such the contest or defense, make available its 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 Party; provided, that nothing shall require any Party to indemnification therefor under Section 9)provide documents subject to attorney-client privilege.

Litigation Support. In the event event, and for so long as as, any party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any the transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partyany of the assets acquired hereunder, the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defensedefense thereof, 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 or defensedefense thereof, 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 9the terms hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party Party will reasonably cooperate with the contesting or defending party Party and its counsel in such the contest or defense, make available its 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 therefore under Section 9§8 below).

Litigation Support. In the event event, and for so long as as, any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand legal action in connection with: with (a) any transaction contemplated under this Agreement; or , or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party Party will reasonably cooperate with the contesting or defending party Party and its counsel in such the contest or defense, make available its personnelthen-current personnel at reasonable times and upon reasonable notice, and provide such testimony and access to its books and records as may 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 therefor for such cost and expense under Section 9Article V).. ARTICLE VII

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date directly involving either partythe Business, each of the other party Parties will reasonably make all reasonable efforts to cooperate with the contesting him or defending party it and his or its counsel in such 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 9section 9 below).

Litigation Support. In the event and for so long as any party Party ------------------ actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partySeller, the other party will reasonably Party shall cooperate with the contesting or defending party it and its counsel in such contest the defense or defensecontest, make available its 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 except to the extent that the contesting or defending party Party is entitled to indemnification therefor under Section 9Section8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyany of the Company and its Subsidiaries, the other party Party will reasonably cooperate with the contesting or defending party it and its counsel in such the contest or defense, make making available its personnel, and provide providing such testimony and access to its 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 9§8 below).

Litigation Support. In the event If, and for so long as as, any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: (ai) any transaction contemplated under this Agreement; hereunder, or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party Party will reasonably cooperate with the contesting or defending party Party and its counsel in such 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 9)Party.

Litigation Support. In the event and for so long as any party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under by this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Company, each of the other party will parties shall reasonably cooperate with the contesting or defending such party and its counsel in such the contest or defense, and, subject to reasonable availability and during normal business hours 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 (unless the contesting or defending party is entitled to indemnification therefor under Section 9Article IX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Company, each of the other party Parties will reasonably cooperate with the contesting or defending party it and its counsel in such the contest or defense, reasonably 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 9Article VIII hereof).

Litigation Support. In the event and for so long as any party hereto or Affiliate thereof is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand action in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or the Related Documents or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction in existence or occurring on or prior to the Closing Date involving either partythe Company, each of the other party will reasonably parties shall cooperate with the such contesting or defending party and its such contesting party's counsel in such contest defense or defensecontest, 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 defense or defensecontest, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled except with respect to any claim for indemnification therefor under Section 9Article VIII).

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, claim charge, complaint, claim, or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) with any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partySeller, other than an action or claim involving Seller and Purchaser, the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, make available its 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 912 or Section 13 of this Agreement).

Litigation Support. In the event and for so long as any party is actively is contesting or defending against any third-party charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand in connection with: with (a) any transaction contemplated under this Agreement; or Agreement or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partythe Business, the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, make available its personnel, 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 9Article X).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (a) any transaction contemplated under this Agreement; or , or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Pinehurst Entities, each of the other party will reasonably Parties shall cooperate with the contesting or defending party such Party and its counsel in such contest the 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 (unless the contesting or defending party is entitled to indemnification therefor under Section 9)Party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, audit, proceeding, hearing, investigation, claim claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Company, each of the other party Parties will reasonably cooperate with the contesting such Party or defending party and its counsel in such the contest or defense, 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 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 9Article IX below).

Litigation Support. In the event If, and for so long as as, any party Party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (a) any transaction contemplated under this Agreement; or , or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partythe Business, the other party Parties will reasonably cooperate with the contesting or defending party Party and its counsel in such the contest or defense, make available its 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 9)8).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, audit, proceeding, hearing, investigation, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partythe Company or any Subsidiary, each of the other party Parties will reasonably cooperate with the contesting such Party or defending party and its counsel in such the contest or defense, make available its 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 9Article IX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyCompany or any of its Subsidiaries, each of the other party will reasonably Parties shall cooperate with the contesting or defending party it and its counsel in such contest the defense or defensecontest, make available its 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 9§9 below).

Litigation Support. In the event If, and for so long as as, any party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (a) any transaction contemplated under this Agreement; or the Transaction, or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party will reasonably cooperate with the contesting or defending party and its counsel in such 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 is entitled to indemnification therefor under Section 9)this Article XII.

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, claim charge, complaint, claim, or demand in connection with: (a) any transaction contemplated under this Agreement; or (b) with any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Transfer Date involving either party, any of the Assets and/or the Customer Agreements the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, make available its 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 9hereunder).

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, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party parties will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, make available its 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 9Article XV hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (a) any transaction contemplated under this Agreement; or , or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Corporation, the other party each Party will reasonably cooperate with the contesting other Party or defending party and its counsel in such the contest or defense, make available its 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 9below).

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, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyany of the Business, the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, make available its 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 9this Agreement).

Litigation Support. In the event and for so long as any party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (a) any transaction contemplated under this Agreement; or , or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Seller, the other party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defense, 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 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 9)party.

Litigation Support. In the event If, and for so long as as, any party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (a) any transaction contemplated under this Agreement; or hereunder, or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date Effective Time involving either partythe Seller Companies, the other party will reasonably cooperate with the contesting or defending party and its counsel in such 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 is entitled to indemnification therefor under Section 9)this Article 7.

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, claim charge, complaint, claim, or demand in connection with: with (a) any transaction contemplated under this Agreement; or Agreement or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyOption One and its Subsidiaries, each of the other party will reasonably parties shall cooperate with the contesting or defending party it and its counsel in such contest the defense or defensecontest, 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 defense or defensecontest, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Section 9the provisions of this Agreement).

Litigation Support. In the event and for so long as any party is actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (a) any transaction the transactions contemplated under this Agreementhereunder; or or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partythe Company, the other party Sellers will reasonably cooperate with the contesting or defending such party and its such party’s counsel in such the contest or defense, make available its personnelrepresentatives, 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 9Article XI below).

Litigation Support. In the event If, and for so long as as, any party Party actively is contesting or defending against any charge, complaint, action, suit, proceedingProceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: (ai) any transaction contemplated under this Agreement; Contemplated Transaction, or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Business, the other party Party will reasonably cooperate with the contesting or defending party Party and its counsel in such 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 this Section 9)8.

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

Litigation Support. In the event event, and for so long as as, any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partyany of the Purchased Assets, the other party Party will reasonably cooperate with the contesting or defending party and its counsel in such the contest or defensedefense thereof, 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 or defensedefense thereof, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Section 9)Party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyany member of MIH Group, the other party will reasonably Parties shall cooperate with the contesting or defending party it and its counsel in such contest the defense or defensecontest, make available its personnel, and provide such testimony and access to its books and records as may shall be necessary in connection with the contest defense or defense, at the sole cost and expense of the contest. The contesting or defending party Party shall be responsible for the reasonable out-of-pocket costs and expenses of the other Parties (unless the contesting or defending party Party is entitled to indemnification therefor under Section 9Section8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, third party action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partyAPI, the other party will reasonably Party shall cooperate with the contesting or defending party it and its counsel in such contest the defense or defensecontest, make available its personnel, and provide such testimony and access to its books books, records and records properties 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 9hereunder).

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, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partySeller, the other party will reasonably Purchaser shall cooperate with the contesting or defending party and its counsel in such contest or defense, make available its personnel, and provide such testimony and access to its books and records as may be reasonably 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 9Article VII).

Litigation Support. In the event and for so long as any party Party actively ------------------ is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Company, each of the other party Parties will reasonably cooperate with the contesting such Person or defending party and its counsel in such 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 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 9Article IX below).

Litigation Support. In the event If and for so long as any party hereto actively is contesting or defending against any charge, complaint, third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Assets or the Business Units, the other party will reasonably cooperate with the contesting or defending party and his or its counsel in such the contest or defense, make available its personnel, and provide such testimony and access to its books and records as may reasonably shall be necessary in connection with respect to 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 9as provided elsewhere in this Agreement).

Litigation Support. In the event and for so So long as any party hereto actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand proceeding in connection with: with (a) any transaction the transactions contemplated under by this Agreement; or Agreement or (b) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or attributable to the period prior to the Closing Date involving either partya Target Company, the Business or the Interests, the other party parties hereto will reasonably cooperate with the contesting or defending such party and its such party’s counsel in such 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 necessary reasonably requested 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 9ARTICLE VIII).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim charge, complaint, claim, or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction on or prior to the Closing Date involving either partythe Division, the other party will reasonably Party shall cooperate with the contesting or defending party Party and its counsel in such 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, all at the sole cost and expense of the contesting or defending party Party (unless the contesting or defending party Party is entitled to indemnification therefor under Section 9(S)8 below).

Litigation Support. In the event and for so long as any party is actively is contesting or defending against any charge, complaint, action, audit, suit, proceeding, hearing, investigation, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; or Agreement or (bii) any fact, situation, circumstance, status, condition, activity activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving either partyTLW, the other party will reasonably cooperate with provide its reasonable cooperation to the contesting or defending party and its counsel in such the contest or defense, make available its personnel, 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 911).