Production of Witnesses; Records; Cooperation. (a) After the Effective Time, but only with respect to a Third Party Claim, each Party hereto shall use commercially reasonable efforts to, and shall cause the other relevant members of its Group to use commercially reasonable efforts to, make available to a requesting Party or any member of the Group to which such Requesting Party belongs, upon written request, its then former and current Representatives (and the former and current Representatives of its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such Representatives) 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 costs and expenses in connection therewith.
Appears in 12 contracts
Samples: Master Transaction Agreement, Separation and Distribution Agreement, Contribution Agreement (ANGI Homeservices Inc.)
Production of Witnesses; Records; Cooperation. (a) After the Effective TimeClosing Date, but only 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 Party hereto shall cooperate and consult to the extent reasonably necessary with respect to any Claim with each other Party and use commercially its reasonable best efforts to, and shall cause the other relevant members of its Group to use commercially reasonable efforts to, make available to a requesting Party or any member of the Group to which such Requesting Party belongseach other Party, upon written request, its then former the former, current and current Representatives (future directors, officers, employees, other personnel and agents of the former and current Representatives members of its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such Representativesdirectors, 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 requesting party may from time to time be involved, regardless of whether such Action Claim is a matter with respect to which indemnification may be sought hereunder. The Requesting Party requesting party shall bear all costs and expenses in connection therewith.
Appears in 3 contracts
Samples: Master Separation Agreement (Cloud Peak Energy Inc.), Master Separation Agreement (Cloud Peak Energy Inc.), Master Separation Agreement (Cloud Peak Energy Inc.)
Production of Witnesses; Records; Cooperation. (a) After the Effective TimeSeparation Date, but only with respect except in the case of any Action among the parties to a Third Party Claim, each Party hereto shall use commercially reasonable efforts to, and shall cause the other relevant members of its Group this Agreement involving or relating to use commercially reasonable efforts to, make available to a requesting Party any conflict or dispute between any member of the Group Parent Group, on the one hand, and any member of the Lithium Group, on the other hand, each party hereto will use its commercially reasonable efforts to which such Requesting Party belongsmake available to each other party, upon written request, its then former the then-current directors, officers, employees, other personnel and current Representatives (and agents of the former and current Representatives of Person in its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person Person (giving consideration to business demands of such Representativesdirectors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which indemnification is or may reasonably be expected to be sought in which the Requesting Party 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 requesting party shall bear all costs and expenses in connection therewith.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Livent Corp.), Separation and Distribution Agreement (Livent Corp.)
Production of Witnesses; Records; Cooperation. (a) After the Effective Time, but only with respect to a Third Third-Party Claim, each Party hereto shall use commercially reasonable efforts to, and shall cause the other relevant members of its Group to use commercially reasonable efforts to, make available to a requesting the other Party or any member of the Group to which such Requesting Party belongsbelongs the other Party, upon written request, its then former and current Representatives (and the former and current Representatives of its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such Representatives) 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 costs and expenses in connection therewith.
Appears in 3 contracts
Samples: Separation Agreement (Alcan Inc), Separation Agreement (Novelis Inc.), Separation Agreement (Novelis Inc.)
Production of Witnesses; Records; Cooperation. (a) After the Effective Time, but only with respect to a Third Party Claim, each Party hereto shall use commercially reasonable efforts to, and shall cause the other relevant members of its Group to use commercially reasonable efforts to, make available to a requesting the Requesting Party or any member of the Group to which such Requesting Party belongsParty’s Group, upon written request, its then former and current Representatives (and the former and current Representatives of its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such Representatives) 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 costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Separation Agreement (TripAdvisor, Inc.), Separation Agreement (Expedia, Inc.)
Production of Witnesses; Records; Cooperation. (a) After the Effective Time, but only with respect to a Third Party Claim, each Party hereto shall use commercially reasonable efforts to, and shall cause the other relevant members of its Group to use commercially reasonable efforts to, make available to a requesting the other Party or any member of the Group to which such Requesting the other Party belongs, upon written request, its then former and current Representatives (and the former and current Representatives of its respective Group members) as witnesses and any books, records or other documents within its control (or that of its respective Group members) or which it (or its respective Group members) otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such Representatives) 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 costs and expenses in connection therewith.
Appears in 2 contracts
Samples: Separation Agreement (Expedia, Inc.), Separation Agreement (Iac/Interactivecorp)