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

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx and the Company shall use its 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. The requesting Party shall bear all costs and expenses in connection therewith. (b) Without limiting the foregoing, Xxxxxxx and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter contemplated by this Section 5.4, Xxxxxxx and the Company will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group.

Production of Witnesses; Records; Cooperation. (a) Except After the Closing Date, with respect to any Claim (including a Third Party Claim) and except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx Party hereto shall cooperate and consult to the Company shall extent reasonably necessary with respect to any Claim with each other Party and use its 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 (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 Claim in which the requesting Party party may from time to time be involved, regardless of whether such Claim 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. (b) Without limiting the foregoing, Xxxxxxx and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter contemplated by this Section 5.47.13, Xxxxxxx and the Company Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group, and will, to the extent necessary and desirable, enter into a joint defense or common interest agreement.

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action Action, claim or assertion by one Party or a member of its Group against another Partythe other Party or a member of its Group, each of Xxxxxxx and the Company shall Party will use its commercially reasonable efforts to make available to each the other Party, upon on written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as fact witnesses 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 the personnel (giving consideration to business demands of such the directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required requested in connection with the defense, settlement or compromise, or the prosecution, evaluation or pursuit, as the case may be, of any Action or Third Party Claim in which the requesting Party may from time to time be involved, even if the Action is not a matter for which indemnification may be sought under this Agreement. The requesting Party shall will bear all reasonable out-of-pocket costs and expenses in connection therewith, except that, if the responding Party chooses to resist the production of the witnesses or the documents, that Party will bear the expense of the resistance. (b) Without limiting the foregoing, Xxxxxxx the Parties will, and will cause each member of their respective Groups, to reasonably cooperate in the Company shall cooperate and consult defense, settlement or compromise, or the prosecution, evaluation or pursuit, as the case may be, to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one and Third Party against another PartyClaims. (c) The obligation of Xxxxxxx and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter production contemplated by this Section 5.45.07, Xxxxxxx and the Company Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, privilege or work product immunity or other applicable privileges or immunities of any member of any Group.

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action Action, claim or assertion by one Party or a member of its Group against another Partythe other Party or a member of its Group, each of Xxxxxxx and the Company shall Party will use its commercially reasonable efforts to make available to each the other Party, upon on written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as fact witnesses 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 the personnel (giving consideration to business demands of such the directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required requested in connection with the defense, settlement or compromise, or the prosecution, evaluation or pursuit, as the case may be, of any Action or Third Party Claim in which the requesting Party may from time to time be involved, even if the Action is not a matter for which indemnification may be sought under this agreement. The requesting Party shall will bear all reasonable out-of-pocket costs and expenses in connection therewith, except that, if the responding Party chooses to resist the production of the witnesses or the documents, that Party will bear the expense of the resistance. (b) Without limiting the foregoing, Xxxxxxx the Parties will, and will cause each member of their respective Groups, to reasonably cooperate in the Company shall cooperate and consult defense, settlement or compromise, or the prosecution, evaluation or pursuit, as the case may be, to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one and Third Party against another PartyClaims. (c) The obligation of Xxxxxxx and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter production contemplated by this Section 5.45.07, Xxxxxxx and the Company Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, privilege or work product immunity or other applicable privileges or immunities of any member of any Group.

Production of Witnesses; Records; Cooperation. (a) Except After the Closing, except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx and the Company 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 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. The requesting Party shall bear all out-of-pocket costs and expenses in connection therewith. (b) Without limiting the foregoing, Xxxxxxx and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx and the Company Parties to provide witnesses pursuant to this Section 5.4 8.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers the persons specified therein without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a8.7(a)). (dc) In connection with any matter contemplated by For the avoidance of doubt, the provisions of this Section 5.4, Xxxxxxx 8.7 are in furtherance of the provisions of Section 8.2 and shall not be deemed to in any way limit or otherwise modify the Company will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any GroupParties’ rights and obligations under Section 8.2.

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx Emerson and the Company shall use its 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. The requesting Party shall bear all costs and expenses in connection therewith. (b) Without limiting the foregoing, Xxxxxxx Emerson and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx Emerson and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter contemplated by this Section 5.4, Xxxxxxx Emerson and the Company will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group.

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx Ivory Parent and the Company shall use its 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 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. The requesting Party shall bear all costs and expenses in connection therewith. (b) Without limiting the foregoing, Xxxxxxx Ivory Parent and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx Ivory Parent and the Company to provide witnesses pursuant to this Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). (d) In connection with any matter contemplated by this Section 5.4, Xxxxxxx Ivory Parent and the Company will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group.

Production of Witnesses; Records; Cooperation. (a) Except in the case of an adversarial Action by one Party against another Party, each of Xxxxxxx Emerson and the Company shall use its 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. The requesting Party shall bear all costs and expenses in connection therewith. (b) Without limiting the foregoing, Xxxxxxx Emerson and the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than an adversarial Action by one Party against another Party. (c) The obligation of Xxxxxxx Emerson and the Company to provide witnesses pursuant to this Section ‎Section 5.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section ‎Section 5.4(a)). (d) In connection with any matter contemplated by this Section ‎Section 5.4, Xxxxxxx Emerson and the Company will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group.