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

Production of Witnesses; Records; Cooperation. After the Separation Date, except in the case of a legal or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwise), each party hereto shall use all commercially reasonable efforts to make available to the other parties, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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 Separation DateEffective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Dispute between Vornado and Newco, or otherwise)any members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the other partiesParty, upon written request, the former, current and future directors, trustees, officers, employees, other personnel and agents of such party 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 availableavailable without undue burden, to the extent that any such person Person (giving consideration to business demands of such directors, trustees, 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 Action in which the requesting party Party (or member of its Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Separation Distribution Date, except in the case of a legal or an adversarial Action by one party against the other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwisethereto), each party hereto shall use take all commercially reasonable efforts steps to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding Action (including preparation for such Action) in which the requesting party may from time to time be involved, regardless of whether any such legal, administrative Action (or other proceeding preparation for such action) is a matter with respect to which indemnification may be sought hereunder. The requesting 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. After (a) Subject to Section 6.8 and any other applicable confidentiality obligations, after the Separation DateDistribution Effective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 dispute between iStar and SpinCo, or otherwise)any members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the other partiesParty, upon reasonable advance written request, the former, current and future directors, officers, employees, other personnel and agents of such party 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 availableavailable 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 legal, administrative or other proceeding Action in which the requesting party Party (or member of its Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 SECTION 5.9 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation DateEach party hereto shall, except in the case of a legal or other proceeding by a one party hereto against another the other party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 4.5 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, regulatory, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legal, regulatory, 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 Separation DateDistribution Time, except in the case of any Action involving or relating to a legal conflict or dispute between any member of the Pluto Group, on the one hand, and any member of the Spinco Group, on the other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwise)hand, each party hereto shall Party will use all its commercially reasonable efforts to make available to the each other partiesParty, upon written request, the former, then current and future directors, officers, employees, other personnel and agents of such party the members 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, 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 legal, administrative or other proceeding Action in which the requesting party Party (or member of its Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Separation DateEffective Time, except in the case of a legal an adversarial Action or Dispute between YUM and SpinCo, or any other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwise)members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the each other partiesParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party 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 availableavailable 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 legal, administrative or other proceeding Action in which the requesting party Party (or member of such Party’s Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, each party hereto shall, except in the case of a legal or other proceeding by a one party hereto against another the other party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Article III of the Indemnification Agreement or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party 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, 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, regulatory, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legal, regulatory, 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 8 or otherwise), each party hereto shall use all its commercially reasonable efforts to make available to the other partiesparty, upon written request, the former, current current, and future directors, officers, employees, other personnel personnel, and agents of such party as witnesses and any books, records records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel personnel, and agents) or books, records records, or other documents may reasonably be required in connection with any legal, administrative administrative, or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legal, administrative administrative, or other proceeding is a matter with respect to which indemnification may be sought hereundersought. The requesting party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 SECTION 4.6 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 SECTION 4.7 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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 Separation DateClosing, except in the case of a legal or an adversarial Action by one party against the other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwisethereto), each party hereto shall use take all commercially reasonable efforts steps to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party the Members of its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or which that it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding Action (including preparation for such Action) in which the requesting party may from time to time be involved, regardless of whether any such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all reasonable costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Separation DateEffective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Dispute between Vornado and UE, or otherwise)any members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the other partiesParty, upon written request, the former, current and future directors, trustees, officers, employees, other personnel and agents of such party 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 availableavailable without undue burden, to the extent that any such person (giving consideration to business demands of such directors, trustees, 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 Action in which the requesting party Party (or member of its Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 SECTION 4.8 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 4.9 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 8 hereof or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the other partiesparty, upon written request, the former, current current, and future directors, officers, employees, other personnel personnel, and agents of such party as witnesses and any books, records records, or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel personnel, and agents) or books, records records, or other documents may reasonably be required in connection with any legal, administrative administrative, or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legal, administrative administrative, or other proceeding is a matter with respect to which indemnification may be sought hereundersought. The requesting party shall bear all costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Separation DateClosing, except in the case of a legal or an adversarial Action by one party against the other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwisethereto), each party hereto shall use take all commercially reasonable efforts steps to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party the Members of its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or which that it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding Action (including preparation for such Action) in which the requesting party may from time to time be involved, regardless of whether any such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all reasonable costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 4.6 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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 Separation DateDistribution Effective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Dispute between AWI and AFI, or otherwise)any members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the other partiesParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of such party Party’s respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make availableavailable 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 legal, administrative or other proceeding Action in which the requesting party Party (or member of such Party’s Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 3.9 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Date, except in the case of a legal judicial proceeding or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 6.7(b) or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legalRegulatory Proceeding, administrative judicial proceeding or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legalRegulatory Proceeding, administrative judicial proceeding 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 5.8 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 5.10 or otherwise), each party hereto shall use all commercially its reasonable efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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, including legal fees.

Production of Witnesses; Records; Cooperation. After the Separation --------------------------------------------- Effective Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 11 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding Actions in which the requesting party may from time to time be involved, regardless of whether any such 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a party hereto one Party against another party hereto Party (which shall be governed by such discovery rules as may be applicable under Section 4.4 6.10 or otherwise), each party Party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party Party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 Party may from time to time be involved, regardless of whether any such 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. After the Separation --------------------------------------------- Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another the other party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 or otherwiseapplicable), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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 Separation DateEffective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Dispute between Parent and GRP&E/BCS SpinCo, or otherwise)any members of their respective Groups, each party hereto Party shall use all commercially reasonable efforts to make available to the other partiesParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party the members of its Group as witnesses and any books, records or other documents or information within its control or which it otherwise has the ability to make availableavailable without 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 or information may be reasonably be required in connection with any legal, administrative or other proceeding Action in which the requesting party Party (or member of its Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 4.9 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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 Separation DateEffective Time, except in the case of a legal an adversarial Action or other proceeding by a party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 Dispute between MTI and Automotive, or otherwise)any members of their respective Groups, each party hereto Party shall use all its commercially reasonable efforts to make available to the other partiesParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of such party Party’s respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make availableavailable 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 legal, administrative or other proceeding Action in which the requesting party Party (or member of such Party’s Group) may from time to time be involved, regardless of whether any 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 costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 SECTION 5.7 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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. After the Separation Distribution Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 5.7 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, regulatory, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether any such legal, regulatory, 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. After the Separation Date, except in the case of a legal or other proceeding by a one party hereto against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 4.4 5.6 or otherwise), each party hereto shall use all commercially its reasonable commercial efforts to make available to the each other partiesparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, 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 any such 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.