Common use of Production of Witnesses and Records in Connection with an Action Clause in Contracts

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.1, from and after the Effective Time, except in the case of an adversarial Action by one party against another party, each party shall use its reasonable efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records or other Information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records or other Information may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the requesting party shall bear all out-of-pocket costs and expenses in connection therewith. (b) The obligation of the parties to provide witnesses pursuant to this Section 4.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by one party against another party. (c) In connection with any matter contemplated by this Section 4.7, the parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 are in furtherance of the provisions of Section 4.1 and shall not be deemed to limit the parties’ rights and obligations under Section 4.1.

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.1, from and after the Effective Distribution Time, except in the case of an adversarial Action by one party Party against another partyParty, each party Party shall use its reasonable efforts to make available to each other partyParty, upon written request, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records or other Information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records or other Information may reasonably be required in connection with any Action in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewith. (b) The obligation of the parties Parties to provide witnesses pursuant to this Section 4.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by one party Party against another partyParty. (c) In connection with any matter contemplated by this Section 4.7, the parties Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 are in furtherance of the provisions of Section 4.1 and shall not be deemed to limit the partiesParties’ rights and obligations under Section 4.1.

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.1, from and after the Effective Distribution Time, except in the case of an adversarial Action by one party Party against another partyParty, each party Party shall use its reasonable efforts to make available to each other partyParty, upon written request, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records or other Information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records or other Information may reasonably be required in connection with any Action in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewiththerewith (which, for the avoidance of doubt, shall not include the costs and benefits of employees who are witnesses or any pro rata portion of overhead or other cost of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses). (b) The obligation of the parties Parties to provide witnesses pursuant to this Section 4.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by one party Party against another partyParty. (c) In connection with any matter contemplated by this Section 4.7, the parties Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 are in furtherance of the provisions of Section 4.1 and shall not be deemed to limit the partiesParties’ rights and obligations under Section 4.1.

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.13.1, from and after the Effective TimeClosing, except in the case of an adversarial Action by one party Party or any of its Affiliates against another partythe other Party or any of its Affiliates, each party Party shall use its reasonable best efforts to make available to each other partyParty, upon written request, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records or other Information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records or other Information may reasonably be required in connection with any Action by or against a third party in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewith. (b) The obligation In furtherance of the parties to provide witnesses pursuant to Parties’ agreement under this Section 4.7 is intended to be interpreted in a manner so as to facilitate cooperation 3.7, Seller and the NewCos shall, and shall include the obligation to provide as witnesses officers without regard to whether the witness cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by one party against another partyuseful for this purpose. (c) In connection with any matter contemplated by this Section 4.73.7, the parties Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 3.7 are in furtherance of the provisions of Section 4.1 3.1 and shall not be deemed to limit the partiesParties’ rights and obligations under Section 4.13.1.

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.1this Article IV, from and after the Effective Distribution Time, except in the case of an adversarial Action by one party SpinCo or Merger Partner (or any member of their respective Groups) against another partythe Company or a member of the Company Group, or vice versa, each party Party shall use its reasonable efforts to make available to each other partyParty, upon written requestrequest and during regular business hours, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records Books and Records or other Information information within its control or which that it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records Books and Records or other Information information may reasonably be required in connection with any Action in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewith. (b) The obligation of the parties Parties to provide witnesses pursuant to this Section 4.7 4.6 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by between the Company, on the one party against another partyhand, and Merger Partner or SpinCo, on the other hand. (c) In connection with any matter contemplated by this Section 4.74.6, the parties Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 4.6 are in furtherance of the provisions of Section 4.1 and Section 4.2 and shall not be deemed to limit the partiesParties’ rights and obligations under Section 4.14.1 and Section 4.2.

Production of Witnesses and Records in Connection with an Action. (a) Notwithstanding anything to the contrary in Section 4.1this Article IV, from and after the Effective Distribution Time, except in the case of an adversarial Action by one party SpinCo or Parent (or any member of their respective Groups) against another partythe Company or a member of the Company Group, or vice versa, each party Party shall use its reasonable efforts to make available to each other partyParty, upon written request, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any books, records Books and Records or other Information information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or books, records Books and Records or other Information information may reasonably be required in connection with any Action in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. Subject to Section 6.12, the The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewith. (b) The obligation of the parties Parties to provide witnesses pursuant to this Section 4.7 4.5 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action by between the Company, on the one party against another partyhand, and Parent or SpinCo, on the other hand. (c) In connection with any matter contemplated by this Section 4.74.5, the parties Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. (d) For the avoidance of doubt, the provisions of this Section 4.7 4.5 are in furtherance of the provisions of Section 4.1 and Section 4.2 and shall not be deemed to limit the partiesParties’ rights and obligations under Section 4.14.1 and Section 4.2.