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

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party against the other Party, each Party shall use 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 Group as witnesses and any books, records or other documents within its control or 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, bear all costs and expenses in connection therewith.

Appears in 6 contracts

Samples: Separation Agreement (Altisource Asset Management Corp), Separation Agreement (Altisource Residential Corp), Separation Agreement (Altisource Portfolio Solutions S.A.)

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Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one Party against the other another Party, each Party of GE and the Company shall use its reasonable 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 that 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, other personnel and agents) or books, records or other documents 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 hereunderunder the Transaction Documents. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 6 contracts

Samples: Stockholders Agreement, Stockholders Agreement (BAKER HUGHES a GE Co LLC), Stockholders Agreement (Baker Hughes a GE Co)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party hereto shall use its 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, party shall bear all costs and expenses in connection therewith.

Appears in 6 contracts

Samples: Contribution and Distribution Agreement (Allergan Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party hereto shall use exercise its 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, bear all costs and expenses in connection therewith.

Appears in 5 contracts

Samples: Separation Agreement (Ceva Inc), Separation Agreement (Ceva Inc), Separation Agreement (DSP Group Inc /De/)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one Party against the other another Party, each Party hereto shall use its commercially reasonable 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 5 contracts

Samples: Assignment, Conveyance and Assumption Agreement, Separation and Distribution Agreement (Four Corners Property Trust, Inc.), Separation and Distribution Agreement (Four Corners Property Trust, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, 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 and any books, records or other documents within its control or that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, party shall bear all costs and expenses in connection therewith.

Appears in 5 contracts

Samples: Indemnification and Release Agreement, Indemnification and Release Agreement (Civeo Corp), Indemnification and Release Agreement (Civeo Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party shall use its reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, employees and other personnel and agents Representatives of the members of its respective Group as witnesses witnesses, and any books, records or other documents within its control or that which it otherwise has the ability to make available, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, employees and other personnel and agentsRepresentatives) or books, records or other documents 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 hereunderunder this Agreement. The requesting Party shall, except as otherwise required by Article VII, party shall bear all out-of-pocket costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Lumentum Holdings Inc.), Separation and Distribution Agreement (Viavi Solutions Inc.), Separation and Distribution Agreement (Lumentum Holdings Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Closing Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party hereto shall use its 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 that 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, 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 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 shall, except as otherwise required by Article VII, party shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Master Agreement (Genworth Financial Inc), Master Agreement (Genworth Financial Inc), Master Agreement (Genworth Financial Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party against the other Party, each Party shall use 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 Group as witnesses and any books, records or other documents within its control or 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VIIVI, bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one Party against the other another Party, each Party member of Amneal Group and the Company shall use its 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Stockholders Agreement (Amneal Pharmaceuticals, Inc.), Stockholders Agreement (Impax Laboratories Inc), Stockholders Agreement (Impax Laboratories Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one Party against the other another Party, each Party of Xxxxxxx and the Company shall use its reasonable 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Stockholders Agreement (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party shall use its reasonable efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, employees and other personnel and agents Representatives of the members of its respective Group as witnesses witnesses, and any books, records or other documents within its control or that which it otherwise has the ability to make available, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, employees and other personnel and agentsRepresentatives) or books, records or other documents 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 hereunderunder this Agreement. The requesting Party shall, except as otherwise required by Article VII, party shall bear all out-of-pocket costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Keysight Technologies, Inc.), Separation and Distribution Agreement (Agilent Technologies Inc), Separation and Distribution Agreement (Keysight Technologies, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party against the other Party, each Party shall use 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 Group as witnesses and any books, records or other documents within its control or 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VIIV, bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brinks Co)

Production of Witnesses; Records; Cooperation. (ai) After the Distribution Closing Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party shall use its 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 Group respective organization as witnesses and any books, records or other documents within its control or 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, other personnel and agents) or books, records or other documents 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 hereunderunder this Agreement. The requesting Party shall, except as otherwise required by Article VII, party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewithwith complying with the request.

Appears in 3 contracts

Samples: Separation Agreement (Healthcare Recoveries Inc), Separation Agreement (Healthcare Recoveries Inc), Separation Agreement (Medaphis Corp)

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Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party hereto shall use its 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, party shall bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Mod Pac Corp), Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one Party party against the other Partyanother 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.), Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.), Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party against the other Party, each Party shall use 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 Group as witnesses and any books, records or other documents within its control or 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VIIV, bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Ocwen Financial Corp), Separation Agreement (Altisource Portfolio Solutions S.A.)

Production of Witnesses; Records; Cooperation. (a) After From and after the Distribution DateEffective Time, except in the case of an adversarial Action by one Party against the other another Party, each Party shall use its commercially reasonable 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 that which it otherwise has the ability to make 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 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Master Contribution Agreement (MGM Growth Properties LLC), Master Contribution Agreement (MGM Growth Properties LLC)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one Party against the other another Party, each Party of Emerson and the Company shall use its reasonable 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Effective Date, except in the case of an adversarial Action by one Party against the other another Party, 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, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records Records or other documents within its control or that 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, managers, other personnel and agents) or books, records Records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation Agreement (Venator Materials PLC), Separation Agreement (Venator Materials PLC)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Closing Date, except in the case of an adversarial Action by one Party party against the other Partyanother party, each Party party hereto shall use its 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 that 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, other personnel and agents) or books, records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, party shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Creative Computers Inc), Separation and Distribution Agreement (Agere Systems Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one Party against the other another Party, 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, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records Records or other documents within its control or that 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, managers, other personnel and agents) or books, records Records or other documents 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 hereunder. The requesting Party shall, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Separation and Distribution Agreement (California Resources Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action a legal or other proceeding by one Party against the other Party, each Party hereto shall use its 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 Group such Party as witnesses and any books, records or other documents within its control or that 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, 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 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, except as otherwise required by Article VII, shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Master Transaction Agreement (Classmates Media CORP)

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