Common use of Production of Witnesses; Records; Cooperation Clause in Contracts

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeTime (or such earlier time as the parties may agree), except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one party against another party, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or IP Application in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action or IP Application is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except Except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan Action by one Party against another Party (which shall be governed by such discovery rules as may be applicable thereto), each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one party against another party, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCoVarex, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeClosing Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one Party against another Party, each Party of Genworth and the Company shall use its commercially reasonable best efforts to make available to the each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, legal or any members of their respective Groupsother proceeding by one party against another party (which shall be governed by such discovery rules as may be applicable under Section 5.9 or otherwise), each Party party hereto shall use its commercially reasonable commercial efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action legal, administrative or other proceeding in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except Except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan Action by one Party against another Party (which shall be governed by such discovery rules as may be applicable thereto), each Party shall use its commercially reasonable best efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent Grace and SpinCoGCP, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or other member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent Xxxxxxxxx and SpinCoWKKC, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent Labcorp and SpinCoFortrea, or any members of their respective Groups, each Party shall use its commercially reasonable efforts Commercially Reasonable Efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent Ventas and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon reasonable advance written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Timedate hereof, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one party against another party, each Party party hereto shall use its commercially reasonable best efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDate, except in the case of any Action involving or relating to a Dispute conflict or dispute between Parent any member of the Cellectis Group, on the one hand, and SpinCoany member of the Company Group, or any members of their respective Groupson the other hand, each Party shall hereto will use its commercially reasonable efforts to make available to the each other Party, upon written request, the former, then current and future directors, officers, employees, other personnel and agents of the members of Person in its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which indemnification is or may reasonably be expected to be sought that the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Separation Time, except in the case of a Dispute between Parent and SpinCoArlo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective GroupsGroups (an “Adversarial Action”), each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent and SpinCoUpstreamCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue unreasonable burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except Except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan Action by one Party against another Party (which shall be governed by such discovery rules as may be applicable thereto), each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which that it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective GroupsGroups (an “Adversarial Action”), each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent Encompass and SpinCoEnhabit, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeSeparation Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one party or any members of their respective GroupsPersons in its Group against another party or Person in its Group, each Party shall party hereto will use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, then current and future directors, officers, employees, other personnel and agents of the members of Person in its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeClosing Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one or any more members of their respective Groupsone Group against one or more members of the other Group, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or IP Application in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action or IP Application is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue unreasonable burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Separation Time, except in the case of a Dispute between Parent Southwest and SpinCoCenturi, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents or Information within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents or Information may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent and SpinCoCoalCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue unreasonable burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeSeparation Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one party or any members of their respective GroupsPersons in its Group against another party or Person in its Group, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, then-current and future directors, officers, employees, other personnel and agents of the members of Person in its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one party against another party (which shall be governed by such discovery rules as may be applicable thereto), each Party party hereto shall use its commercially reasonable best efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent INSW and SpinCoOSG, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or other member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith. Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeEach party hereto shall, except in the case of a Dispute between Parent and SpinColegal or other proceeding by one party against another party (which shall be governed by such discovery rules as may be applicable under Section 5.7 or otherwise), or any members of their respective Groups, each Party shall use its commercially reasonable commercial efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action legal, regulatory, administrative or other proceeding in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action legal, regulatory, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial Action by one party against the other party (which shall be governed by such discovery rules as may be applicable thereto), each Party party hereto shall use its commercially all reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent Rayonier and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent SPG and SpinCoWPG, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent DDR and SpinCoRVI, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Separation Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control possession, custody or which it otherwise has the ability to make available without undue burdencontrol, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent VSI and SpinCo, or any other members of their respective Groups, each Party shall will use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its Group’s control or which it its Group otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to the reasonable business demands of such directors, officers, employees, other personnel and agentsperson) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its such Party’s Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall will bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, legal or any members of their respective Groupsother proceeding by one Party against another Party, each Party hereto shall use its commercially reasonable efforts to make available to the each other Party, at reasonable times and upon the provision of reasonable advance written requestnotice, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such Party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action legal, administrative or other proceeding in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCoTelemynd, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one party against another party (which shall be governed by such discovery rules as may be applicable under Article VIII or any members of their respective Groupsotherwise), each Party party hereto shall use its commercially reasonable best efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeSeparation Date, except in the case of a Dispute between Parent and SpinCo, legal or any members of their respective Groupsother proceeding by one party against the other party (which shall be governed by such discovery rules as may be applicable under Section 3.7 or otherwise), each Party party hereto shall use its commercially reasonable efforts to make available to the other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses such party and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdencontrol, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action legal, administrative or other proceeding in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeClosing Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one or any more members of their respective Groupsone Group against one or more members of the other Group, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one or any more members of their respective Groupsone Group against one or more members of the other Group, each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or IP Application in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action or IP Application is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective GroupsProceeding by one party against another party (which shall be governed by such information sharing rules as may be applicable under Section 2.1(a)), each Party party hereto shall use its commercially reasonable commercial efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action Proceeding in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action Proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all reasonable costs and expenses in connection therewith, except that, if the responding party chooses to resist the production of the witness or documents, that party will bear the expense of such resistance.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCoSysorex, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent Xxxxxx and SpinCoGrafiti, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeClosing Date, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groupsan adversarial action by one party against another party (which shall be governed by such discovery rules as may be applicable), each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeDistribution Date, except in the case of a Dispute between Parent and SpinCo, an adversarial Action by one party (or any members of their respective Groupsan Affiliate thereof) against another party (or an Affiliate thereof), each Party party hereto shall use its commercially reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute dispute between Parent and SpinCoStudioCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control possession, custody or control, or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Separation Time, except in the case of a Dispute between Parent and SpinCoBIG Token, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent CIT and SpinCoC2, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective TimeRedemption Date, except in the case of a Dispute between Parent and SpinCo, legal or any members of their respective Groupsother proceeding by one party against another party (which shall be governed by such discovery rules as may be applicable), each Party party hereto shall use its commercially reasonable commercial efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burdenavailable, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or such books, records or other documents may reasonably be required in connection with any Action legal, administrative or other proceeding in which the requesting Party (or member of its Group) party may from time to time be involved, regardless of whether such Action legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all actual costs and expenses incurred by the producing party in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Mandatory Exchange Effective Time, except in the case of a Dispute between Parent IAC and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (aj) After the Effective Time, except in the case of a an adversarial Action or Dispute between Parent Rayonier and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCoMYnd California, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.