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

Production of Witnesses; Records; Cooperation. In the case of a legal or other proceeding between one Party and a third party relating to the Business, Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Transaction Documents, each Party shall use its reasonable commercial efforts to make available to the other Party (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser), upon written request, the former (to the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such Party (or Angel) as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney-client privilege), 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 legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all out-of-pocket costs and expenses in connection with the foregoing. The foregoing shall not limit any of rights of the Parties in respect of the foregoing under Section 9.4.

Production of Witnesses; Records; Cooperation. In (a) After the Separation Time, except in the case of a legal or other proceeding Dispute between one Party Southwest and a third party relating to the Business, Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated herebyCenturi, or any other Transaction Documentsmembers of their respective Groups, each Party shall use its reasonable commercial efforts its (b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available to the other Party (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser)such Indemnifying Party, upon written request, the former (to the extent practicable)former, current (to the extent practicable) and future directors, officers, employees, other personnel and agents of such Party (or Angel) 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 (other than materials covered by the attorney-client privilege)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 legalsuch defense, administrative settlement or other proceeding compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in which such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the requesting Party case may from time be. (c) Without limiting the foregoing, the Parties shall cooperate and consult to time be involved, regardless of whether such legal, administrative or other proceeding is a matter the extent reasonably necessary with respect to which indemnification may be sought hereunder. The requesting Party shall bear all out-of-pocket costs and expenses in connection with the foregoing. The foregoing shall not limit any Actions. (d) Without limiting any provision of rights this Section 6.6, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property Rights. (e) The obligation of the foregoing under Parties to provide witnesses pursuant to this Section 9.46.6 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whether such person or the employer of such person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.6(a)).

Production of Witnesses; Records; Cooperation. In the case of a legal pending or other proceeding threatened Action between one Party party and a third party relating to the Business, Purchased the Transferred Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Transaction DocumentsAncillary Agreements, each Party party hereto shall use its commercially reasonable commercial efforts to make available to the other Party (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser)party, upon reasonable written request, the former (to the extent practicable)former, current (to the extent practicable) and future officers, employees, other personnel and agents of such Party (or Angel) party as witnesses witnesses, and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney-client privilege)available, 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 such pending or threatened Action; provided, however, that no party hereto shall be required to provide access to or disclose information where such access or disclosure would violate any legalLaw or agreement, administrative waive any attorney-client privilege or other proceeding disclose competitively sensitive information, and, in which the requesting Party may from time event such provision of information could reasonably be expected to time be involvedviolate any Law or agreement, regardless of whether waive any attorney-client privilege or disclose competitively sensitive information the parties hereto shall take all reasonable measures to permit the compliance with such legal, administrative obligations in a manner that avoids any such harm or other proceeding is a matter with respect to which indemnification may be sought hereunderconsequence. The requesting Party party shall bear all out-of-out of pocket costs and expenses in connection with the foregoingforegoing (unless an Indemnified Party is entitled to indemnification therefor under ‎Article VIII, in which case the costs and expense shall be borne by the Indemnitor as set forth in ‎Article VIII). The foregoing shall not limit any of the rights of the Parties in respect of the foregoing parties hereto under Section 9.4‎Article VIII.

Production of Witnesses; Records; Cooperation. In After the Effective Time, except (i) in the case of a legal dispute between Parent or Aduddell Roofing, on the one hand, and Newco, on the other proceeding between one hand, and (xx) xxx Third Party and a third party relating Claims that the Indemnifying Party participates in the defense or prosecution of pursuant to Section 2.04(b) hereof (in which case the Business, Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Transaction Documentsrelevant provisions of such Section will apply), each Party party hereto shall use its commercially reasonable commercial efforts to make available to the each other Party (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser)party, upon written request, the former (to the extent practicable)former, current (to the extent practicable) and future directors, officers, employees, other personnel and agents of such Party (or Angel) party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney-client privilege)available, 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 legaldemand, administrative action, suit, countersuit, arbitration, inquiry, proceeding or other proceeding investigation by or before any federal, state or local governmental authority or any arbitration or mediation tribunal ("Action") in which the requesting Party party may from time to time be involved, regardless of whether such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all out-of-pocket reasonable costs and expenses (including reasonable allocated costs of in-house personnel) in connection with the foregoing. The foregoing shall not limit any of rights therewith unless such costs and expenses are otherwise subject to indemnification of the Parties in respect of requesting party by the foregoing under Section 9.4producing party.

Production of Witnesses; Records; Cooperation. In After the Effective Time, except (i) in the case of a legal dispute between Parent or other proceeding between a Sunrise Company, on the one Party hand, and a third party relating Newco Company, on the other hand, and (ii) for Third Party Claims that the Indemnifying Party participates in the defense or prosecution of pursuant to Section 2.04(b) hereof (in which case the Business, Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Transaction Documentsrelevant provisions of such Section will apply), each Party party hereto shall use its commercially reasonable commercial efforts to make available to the each other Party (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser)party, upon written request, the former (to the extent practicable)former, current (to the extent practicable) and future directors, officers, employees, other personnel and agents of such Party (or Angel) party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney-client privilege)available, 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 legaldemand, administrative action, suit, countersuit, arbitration, inquiry, proceeding or other proceeding investigation by or before any federal, state, local, foreign or international governmental authority or any arbitration or mediation tribunal (“Action”) in which the requesting Party party may from time to time be involved, regardless of whether such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all out-of-pocket reasonable costs and expenses (including reasonable allocated costs of in-house personnel) in connection with the foregoing. The foregoing shall not limit any of rights therewith unless such costs and expenses are otherwise subject to indemnification of the Parties in respect of requesting party by the foregoing under Section 9.4producing party.