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

Production of Witnesses; Records; Cooperation. (a) After the Time of Distribution, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another party hereto (or any member of such party’s Group) each party hereto shall use its commercially reasonable efforts to make available to 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, 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 bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action by one party hereto (or Dispute between KAR and SpinCo, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its such 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 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 (or member of 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionDistribution Date, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) Party against another party hereto Party (or any member of which shall be governed by such party’s Group) discovery rules as may be applicable thereto), each party hereto Party shall use its commercially reasonable best efforts to make available to each 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 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 Party shall bear all reasonable out-of-pocket costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Date, except in the case of an adversarial Action a legal or other proceeding by one party hereto (or any member of such party’s Group) against another party hereto (which shall be governed by such discovery rules as may be applicable under Section 11 or any member of such party’s Group) otherwise), each party hereto shall use its commercially reasonable commercial efforts to make available to 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 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 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 Actions 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 bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action or Dispute between eBay and PayPal or as prohibited by one party hereto (applicable Law, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable best efforts (which shall not impose undue burden on such Party) to make available to each the other partyParty, upon written request, the former, former and then-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 availablecontrol, 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 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionDistribution Date, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another party hereto (which shall be governed by such discovery rules as may be applicable under Article VIII or any member of such party’s Group) otherwise), each party hereto shall use its commercially reasonable best efforts to make available to each 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, 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 bear all reasonable out-of-pocket costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action by one party hereto (or Dispute between Tech and Fuels, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its such 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 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 (or member of 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After Without limiting any of the Time rights or obligations of Distributionthe Parties pursuant to Section 6.1 and Section 6.4, after the Effective Time, except in the case of an adversarial Action by one party hereto (or Dispute between SITC and CURB, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable efforts to make available to each 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 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 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, in each case, until the later of (i) the statute of limitations, if any, applicable to such Action and (ii) with respect to any Action commenced prior to the applicable statute of limitations, if any, final resolution of such Action. The requesting party Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action by one party hereto (or Dispute between SYNNEX and Concentrix or any member members of such party’s Group) against another party hereto (their respective Groups or any member of such party’s Group) as prohibited by applicable Law, each party hereto Party shall use its commercially reasonable best efforts (which shall not impose undue burden on such Party) to make available to each the other partyParty, upon reasonable advance written request, the former, former and then-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 availablecontrol, 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 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action by one party hereto (or Dispute between Logiq and Lova, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its such 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 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 (or member of 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action Proceeding or Dispute between CHS and QHC or as prohibited by one party hereto (or any member of such party’s Group) against another party hereto (or any member of such party’s Group) applicable Law, each party hereto Party shall use its commercially reasonable best efforts (which shall not impose undue burden on such Party) to make available to each the other partyParty, upon written request, the former, former and then-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 availablecontrol, 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 Proceeding in which the requesting party Party (or member of its Group) 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 out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Date, except in the case of an adversarial Action by one party hereto (Party or any a member of such partyParty’s Group) Group against another party hereto (Party or any a member of such partyParty’s Group) , each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, 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 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, managers, other personnel and agents) or books, records Records or other documents may reasonably be required requested in connection with any Action (including the Rockwood Claims) 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After Notwithstanding anything to the Time of Distributioncontrary contained in Section 6.01, after the Distribution Date, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) Party against another party hereto (or any member of such party’s Group) Party, each party hereto Party shall use its commercially reasonable efforts to make available to 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, 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 (except for any Action by one Party against the other Party) in which the requesting party Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) --------------------------------------------- After the Time of DistributionAssumption Time, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another the other party hereto (or any member of which shall be governed by such party’s Group) discovery rules as may be applicable thereto), each party hereto shall use its commercially reasonable best efforts to make available to 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, 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 bear all reasonable out-of-pocket costs costs, fees and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Date, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another party hereto (which shall be governed by such discovery rules as may be applicable under Article VIII or any member of such party’s Group) otherwise), each party hereto shall use its commercially reasonable best efforts to make available to 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, 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 hereunderunder this Agreement. The requesting party shall bear all reasonable out-of-pocket costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionEffective Time, except in the case of an adversarial Action by one party hereto (or Dispute between Parent and GRP&E/BCS SpinCo, or any member members of such party’s Group) against another party hereto (or any member of such party’s Group) their respective Groups, each party hereto Party shall use its commercially reasonable efforts to make available to each 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 which it otherwise has the ability to make availableavailable without unreasonable 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 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 Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After --------------------------------------------- the Time of DistributionAssumption Time, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another the other party hereto (or any member of which shall be governed by such party’s Group) discovery rules as may be applicable thereto), each party hereto shall use its commercially reasonable best efforts to make available to 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, 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 bear all reasonable out-of-pocket costs costs, fees and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the Time of Distribution, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another party hereto (or any member of such party’s Group) each party hereto shall use its commercially reasonable efforts to make available to 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, 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 bear all reasonable out-of-pocket costs and expenses in connection therewith; provided, in the event of any conflict between this Section 4.7(a) and Section 6.01 of the Tax Matters Agreement, Section 6.01 of the Tax Matters Agreement will control.

Production of Witnesses; Records; Cooperation. (a) After the Time of DistributionClosing Date, except in the case of an adversarial Action by one party hereto (or any member of such party’s Group) against another party hereto (which shall be governed by such discovery rules as may be applicable under Article IX or any member of such party’s Group) otherwise), each party hereto shall use its commercially reasonable best efforts to make available to 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, 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 bear all reasonable out-of-pocket costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.