Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EIS, each of the other Parties will cooperate with it 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 therefor under the terms set out below).

Litigation Support. In the event that and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) 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, or transaction transition on or prior to the Closing Date involving EISthe Company, each of the other Parties parties will cooperate with it such 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out Article XI below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (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 EISCompany, each of the other Parties will cooperate with it and its counsel the contesting or defending Party 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 (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out Section 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigationProceeding, 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 EISSeller, each of the other Parties will non-contesting or defending Party shall cooperate with it 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 reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor therefore under Article 7), excluding the terms set out belowwages of such personnel).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearingAction, investigation, charge, complaint, claim, or demand by a third party in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe EMG Business, each of the other Parties Party will cooperate with it 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 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 the terms set out belowArticle X).

Litigation Support. In the event If and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Business or the Assets, each of the other Parties party will cooperate with it 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 may be necessary or desirable in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (party, unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out Article VII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (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 EISAPI, each of the other Parties will Party shall cooperate with it and its counsel in the contest defense or defensecontest, make available its personnel, and provide such testimony and access to its books books, records and records properties as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out belowhereunder).

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction the transactions contemplated under this Agreement hereunder; 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 EISthe Company, each of the other Parties Sellers will cooperate with it such party and its such party’s counsel in the contest or defense, make available its personnelrepresentatives, 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out Article XI below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (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, or transaction on or prior to the Closing Date involving EISthe Corporation, each of the other Parties Party will cooperate with it and the other Party or 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 therefor under the terms set out 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, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under this Agreement or (iib) 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 EISeither party, each of the other Parties party will reasonably cooperate with it 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out belowSECTION 10).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, 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, or transaction on or prior to the Closing Date involving EISCompany, each of the other Parties parties will cooperate with him or 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out Article VIII below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISCARNRITE, each of the other Parties will cooperate with it 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 therefor under the terms set out below).

Litigation Support. In the event If and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under by this Agreement Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, practice plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving EISthe Company, each of the other Parties will shall cooperate with it such Party and its such Party's counsel in the contest defense or defensecontest, 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 therefor under the terms set out belowArticle VIII).

Litigation Support. In the event If and for so long as any Party is actively is contesting or ------------------ defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, 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 EISthe Company, each of the other Parties will shall cooperate with it such Party and its such Party's 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 the contesting or defending Party is entitled to indemnification therefor under the terms set out below)Article 8).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, audit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving EISthe Company or any Subsidiary, each of the other Parties will cooperate with it and such Party or 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 therefor under the terms set out Article IX below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Business, each of the other Parties parties will cooperate with it 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out belowArticle XV hereof).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Division, each of the other Parties will Party shall cooperate with it 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 therefor under the terms set out (S)8 below).

Litigation Support. In the event and for so long as any Party party is actively is contesting or defending against any third-party charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand 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 EISthe Business, each of the other Parties party will cooperate with it the contesting or defending 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 shall 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 the terms set out belowArticle X).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Business, each of the other Parties Party will cooperate with it 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 therefor therefore under the terms set out §8 below).

Litigation Support. In the event event, and for so long as as, any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand legal action 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, or transaction on or prior to the Closing Date involving EISthe Business, each of the other Parties Party will reasonably cooperate with it the contesting or defending Party and its counsel in 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 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 therefor for such cost and expense under the terms set out belowArticle V).. ARTICLE VII

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, Alpha Wire Limited action, failure to act, act or transaction on or prior to the Closing Date involving EISthe Business, each of the other Parties Party will cooperate with him or it and his or its counsel in the contest or defense, make available its personnel, 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 the contesting or defending Party is entitled to indemnification therefor under the terms set out Article 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this 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 EISthe Business, each of the other Parties Party will cooperate with Alpha Wire Corporation him or it and his or its counsel in the contest or defense, make available its personnel, 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 the contesting or defending Party is entitled to indemnification therefor under the terms set out Article 8 below).

Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISSybra, each of the other Parties will Party shall cooperate with it and its counsel in the contest defense or defensecontest, 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 except to the extent that the contesting or defending Party is entitled to indemnification therefor under the terms set out Section8 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, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, activity practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving EISSeller, each of the other Parties will Purchaser shall cooperate with it 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 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 the terms set out belowArticle VII).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Action by any Person not a party hereto 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 EISthe Company or any Company Subsidiary, each of the other Parties parties will cooperate with it and such party or 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, including entering into a joint defense agreement or confidentiality agreement with respect thereto, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out Article 9 below).

Litigation Support. In the event If and for so long as any Party is actively is ------------------ contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, 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 EISthe Company, each of the other Parties will shall cooperate with it such Party and its such Party's 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 the contesting or defending Party is entitled to indemnification therefor under the terms set out below)Article 8).

Litigation Support. In the event If and for so long as any Party party hereto actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, Claim or demand investigation 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 EISthe Assets, the Assumed Liabilities or the Business, each of the other Parties parties will cooperate with it the contesting or defending party and his or 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 respect to 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 the terms set out belowas provided elsewhere in this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EIS, each any of the Company and its Subsidiaries, the other Parties Party will cooperate with it and its counsel in the contest or defense, make making available its personnel, and provide providing 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 (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out §8 below).

Litigation Support. In the event and for so long as any Party actively party is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISSeller, each of other than an action or claim involving Seller and Purchaser, the other Parties party will cooperate with it 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out belowSection 12 or Section 13 of this Agreement).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, audit, 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 EISthe Company, each of the other Parties will cooperate with it and such Party or 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 (unless the contesting or defending Party is entitled to indemnification therefor under the terms set out Article IX below).

Litigation Support. In the event If and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand 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 date involving EISVIVA, each of the other Parties will cooperate with it and and/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 therefor under the terms set out Secton 8 below).

Litigation Support. In the event If, and for so long as as, any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement hereunder, 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 Effective Time involving EISthe Seller Companies, each of the other Parties party will cooperate with it the contesting or defending 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 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 the terms set out below)this Article 7.

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any Claim, action, suit, proceeding, hearing, investigation, charge, complaint, claim, complaint or demand in connection with with: (i) any transaction contemplated under by 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 involving the Closing Date involving EISProperty, each of the other Parties will shall cooperate with it and the contesting or defending Party or its counsel in the contest defence or defensecontest, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defence 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 the terms set out belowArticle 11).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Company, each of the other Parties party will cooperate with it the other 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 party (unless the contesting or defending Party party is entitled to indemnification therefor under the terms set out belowSection 12 above).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving EISthe Company, each of the other Parties will parties shall reasonably cooperate with it such party and its counsel in 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 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 the terms set out Article IX below).

Litigation Support. In the event If, and for so long as as, any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ia) any transaction contemplated under this Agreement the Transaction, 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 EISthe Business, each of the other Parties party will cooperate with it the contesting or defending 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 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 the terms set out below)this Article XII.