Production of Witnesses; Records; Cooperation. For a period of five (5) years after the Control Ending Date, and except in the case of a legal or other proceeding by one Party against the other Party, each Party shall use its 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 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 individual (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 13 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (NetEase, Inc.), Master Transaction Agreement (Youdao, Inc.)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending IPO Date, and except in the case of a legal or other proceeding by one Party against the other another Party, each Party hereto shall use its commercially reasonable best efforts to make available to the each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of 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 individual person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 3 contracts
Samples: Master Separation Agreement (DSW Inc.), Master Separation Agreement (Retail Ventures Inc), Master Separation Agreement (DSW Inc.)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Separation Date, and except in the case of a legal or other proceeding by one Party party against the other Partyparty, each Party party shall use its reasonable best commercial efforts to make available to the other Partyparty, 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 individual 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 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.
Appears in 3 contracts
Samples: Initial Public Offering Agreement (Phoenix Technologies LTD), Initial Public Offering Agreement (Insilicon Corp), Initial Public Offering Agreement (Insilicon Corp)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after the Control Ending Date, and except in the case of a legal or other proceeding by one Party against the other Party, each Party shall use its commercially reasonable best efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of 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 individual (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Master Transaction Agreement (Renren Inc.), Master Transaction Agreement (Kaixin Auto Holdings)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Effective Date, and except in the case of a legal or other proceeding by one Party against the other another Party, each Party hereto shall use its commercially reasonable best efforts to make available to the each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of 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 individual person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Master Separation Agreement (Adesa Inc), Master Separation Agreement (Adesa Inc)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Separation Date, and except in the case of a legal or other proceeding by one Party party against the other Partyparty (which shall be governed by such discovery rules as may be applicable under Section 3.7 or otherwise), each Party party hereto shall use its commercially reasonable best efforts to make available to the other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party as witnesses party and any books, records or other documents within its control or which it otherwise has the ability to make availablecontrol, to the extent that any such individual 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 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.
Appears in 2 contracts
Samples: Master Separation Agreement (Lsi Logic Corp), Master Separation Agreement (Lsi Logic Storage Systems Inc)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after the Control Ending IPO Completion Date, and except in the case of a legal or other proceeding by one Party against the other Party, each Party shall use its 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 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 individual (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Master Transaction Agreement (Pintec Technology Holdings LTD), Master Transaction Agreement (Pintec Technology Holdings LTD)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Distribution Date, and except in the case of a legal or other proceeding by one Party against the other another Party, each Party hereto shall use its commercially reasonable best efforts to make available to the each other Party, at reasonable times and upon the provision of reasonable advance written requestnotice, the former, current and future directors, officers, employees, other personnel and agents of 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 individual person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Separation Agreement (Cendant Corp), Separation Agreement (PHH Corp)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Closing Date, and except in the case of a legal or other proceeding an adversarial action by one Party party against the other Partyanother party (which shall be governed by such discovery rules as may be applicable), 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 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 individual 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 may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewith.
Appears in 1 contract
Samples: Stockholder Agreement (Maxtor Corp)
Production of Witnesses; Records; Cooperation. For a period of five (5) years after After the Control Ending Separation Date, and except in the case of a legal or other proceeding by one Party party against the other Partyanother party, each Party party hereto shall use its commercially reasonable best efforts to make available to the each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of 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 individual 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 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.
Appears in 1 contract