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

Production of Witnesses; Records; Cooperation. (a) After the Effective Time and subject to Section 5.1(b), but only with respect to a Third Party Claim, each of SHC and LE shall, and shall cause the other members of its Group to, use commercially reasonable efforts to, make available, upon written request, their officers, employees, other Personnel and agents (whether as witnesses or otherwise) and any books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person (giving consideration to business demands of such officers, employees, other Personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC or LE, as applicable, 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. (b) SHC and LE shall use their commercially reasonable efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s Group, other than an Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC and LE to make available directors, officers, employees and other Personnel and agents or provide witnesses and experts 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 make available Personnel and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). Without limiting the foregoing, each of SHC and LE agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Person of its Group based on such Person’s provision of assistance or Information to the other Group pursuant to this Section 5.4. (d) Upon the reasonable request of SHC or LE, SHC and LE shall, and shall cause all other relevant members of their respective Group to, enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time Distribution Date and subject to Section 5.1(b)until the third anniversary thereof, but only with respect to except in the case of an adversarial Action or threatened adversarial Action by either SHLD or OSH or a Third Person or Persons in its Group against the other Party Claimor a Person or Persons in its Group, each of SHC SHLD and LE shall, and OSH shall cause the other members of its Group to, use commercially take all reasonable efforts to, steps to make available, upon written request, their the former, current and future directors, officers, employees, other Personnel personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and any books, records or other documents within their its control or that they it otherwise have has the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other Personnel personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC SHLD or LEOSH, as applicable, 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. (b) SHC Without limiting the foregoing, SHLD and LE OSH shall use their commercially reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s GroupActions, other than an adversarial Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC SHLD and LE OSH to make available former, current and future directors, officers, employees and other Personnel personnel and agents or provide witnesses and experts pursuant to this Section 5.4 6.07 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Personnel employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a6.07(a)). Without limiting the foregoing, each of SHC SHLD and LE OSH agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Person employee of its Group based on such Personemployee’s provision of assistance or Information information to the each other Group pursuant to this Section 5.46.07. (d) Upon the reasonable request of SHC SHLD or LEOSH, SHC in connection with any Action contemplated by this Article VI, SHLD and LE shall, and shall cause all other relevant members of their respective Group to, OSH will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time Distribution Date and subject to Section 5.1(b)until the third anniversary thereof, but only with respect to except in the case of an adversarial Action or threatened adversarial Action by either HCMC or SpinCo or a Third Person or Persons in its Group against the other Party Claimor a Person or Persons in its Group, each of SHC HCMC and LE shall, and SpinCo shall cause the other members of its Group to, use commercially take all reasonable efforts to, steps to make available, upon written request, their the former, current and future directors, officers, employees, other Personnel personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and any books, records or other documents within their its control or that they it otherwise have has the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other Personnel personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC HCMC or LESpinCo, as applicable, 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. (b) SHC Without limiting the foregoing, HCMC and LE SpinCo shall use their commercially reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s GroupActions, other than an adversarial Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC HCMC and LE SpinCo to make available former, current and future directors, officers, employees and other Personnel personnel and agents or provide witnesses and experts pursuant to this Section 5.4 7.08 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Personnel employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a7.08(a)). Without limiting the foregoing, each of SHC HCMC and LE SpinCo agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Person employee of its Group based on such Personemployee’s provision of assistance or Information information to the each other Group pursuant to this Section 5.47.08. (d) Upon the reasonable request of SHC HCMC or LESpinCo, SHC in connection with any Action contemplated by this Article VII, HCMC and LE shall, and shall cause all other relevant members of their respective Group to, SpinCo will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time and subject to the proviso to Section 5.1(b5.1.(a), but only with respect to a Third Party Claim, each of SHC EATC UT and LE EATC NV shall, and shall cause the other members of its Group to, use commercially reasonable efforts to, make available, upon written request, their officers, employees, other Personnel and agents (whether as witnesses or otherwise) and any books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person Entity (giving consideration to business demands of such officers, employees, other Personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC EATC UT or LEEATC NV, as applicable, 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. (b) SHC EATC UT and LE EATC NV shall use their commercially reasonable efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s Group, other than an Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC EATC UT and LE EATC NV to make available directors, officers, employees and other Personnel and agents or provide witnesses and experts 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 make available Personnel and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a5.4.(a)). Without limiting the foregoing, each of SHC EATC UT and LE EATC NV agrees that neither it nor any Person Entity or Persons Entities in its respective Group will take any adverse action against any Person Entity of its Group based on such PersonEntity’s provision of assistance or Information to the other Group pursuant to this Section 5.4. (d) Upon the reasonable request of SHC EATC UT or LEEATC NV, SHC EATC UT and LE EATC NV shall, and shall cause all other relevant members of their respective Group to, enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time Distribution and subject to Section 5.1(b)until the third anniversary thereof, but only with respect to a Third Party Claimexcept in the case of an adversarial Action or threatened adversarial Action by either GRC or FGC against the other Party, each of SHC GRC and LE shall, and ​ FGC shall cause the other members of its Group to, use commercially take all reasonable efforts to, steps to make available, upon written request, their the former, current and future directors, officers, employees, other Personnel personnel and agents of each other (whether as witnesses or otherwise) and any books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other Personnel personnel and agents) or books, records or other documents as may reasonably be required by GRC or FGC in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC GRC or LEFGC, as applicable, 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. (b) SHC Without limiting the foregoing, GRC and LE FGC shall use their commercially reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s GroupActions, other than an adversarial Action by one or more members of a Group against one or more members of the other GroupParty. (c) The obligation of SHC GRC and LE FGC to make available former, current and future directors, officers, employees and other Personnel personnel and agents or provide witnesses and experts pursuant to this Section 5.4 7.08 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Personnel employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a7.08(a)). Without limiting the foregoing, each of SHC GRC and LE FGC agrees that neither it nor any Person or Persons in its respective Group will not take any adverse action against any Person of its Group their respective employees based on such Personemployee’s provision of assistance or Information information to the each other Group pursuant to this Section 5.47.08. (d) Upon the reasonable request of SHC GRC or LEFGC, SHC in connection with any Action contemplated by this Article VII, GRC and LE shall, and shall cause all other relevant members of their respective Group to, FGC will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either GroupParty.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time Distribution Date and subject to Section 5.1(b)until the third anniversary thereof, but only with respect to except in the case of an adversarial Action or threatened adversarial Action by either the Company or Wytec or a Third Person or Persons in its Group against the other Party Claimor a Person or Persons in its Group, each of SHC Company and LE shall, and Wytec shall cause the other members of its Group to, use commercially take all reasonable efforts to, steps to make available, upon written request, their the former, current and future directors, officers, employees, other Personnel personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and any books, records or other documents within their its control or that they it otherwise have has the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other Personnel personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC the Company or LEWytec, as applicable, 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. (b) SHC Without limiting the foregoing, the Company and LE Wytec shall use their commercially reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s GroupActions, other than an adversarial Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC the Company and LE Wytec to make available former, current and future directors, officers, employees and other Personnel personnel and agents or provide witnesses and experts pursuant to this Section 5.4 6.08 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Personnel employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a6.08(a)). Without limiting the foregoing, each of SHC the Company and LE Wytec agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Person employee of its Group based on such Person’s employee's provision of assistance or Information information to the each other Group pursuant to this Section 5.46.08. (d) Upon the reasonable request of SHC the Company or LEWytec, SHC in connection with any Action contemplated by this Article VI, Company and LE shall, and shall cause all other relevant members of their respective Group to, Wytec will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time Distribution and subject to Section 5.1(b)until the third anniversary thereof, but only with respect to a Third Party Claimexcept in the case of an adversarial Action or threatened adversarial Action by either GRC or FGC against the other Party, each of SHC GRC and LE shall, and FGC shall cause the other members of its Group to, use commercially take all reasonable efforts to, steps to make available, upon written request, their the former, current and future directors, officers, employees, other Personnel personnel and agents of each other (whether as witnesses or otherwise) and any books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other Personnel personnel and agents) or books, records or other documents as may reasonably be required by GRC or FGC in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC GRC or LEFGC, as applicable, 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. (b) SHC Without limiting the foregoing, GRC and LE FGC shall use their commercially reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s GroupActions, other than an adversarial Action by one or more members of a Group against one or more members of the other GroupParty. (c) The obligation of SHC GRC and LE FGC to make available former, current and future directors, officers, employees and other Personnel personnel and agents or provide witnesses and experts pursuant to this Section 5.4 7.08 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Personnel employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a7.08(a)). Without limiting the foregoing, each of SHC GRC and LE FGC agrees that neither it nor any Person or Persons in its respective Group will not take any adverse action against any Person of its Group their respective employees based on such Personemployee’s provision of assistance or Information information to the each other Group pursuant to this Section 5.47.08. (d) Upon the reasonable request of SHC GRC or LEFGC, SHC in connection with any Action contemplated by this Article VII, GRC and LE shall, and shall cause all other relevant members of their respective Group to, FGC will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either GroupParty.

Production of Witnesses; Records; Cooperation. (a) After the Effective Time and subject to the proviso to Section 5.1(b5.1(a), but only with respect to a Third Party Claim, each of SHC HyperScale and LE ACC shall, and shall cause the other members of its Group to, use commercially reasonable efforts to, make available, upon written request, their officers, employees, other Personnel and agents (whether as witnesses or otherwise) and any books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person (giving consideration to business demands of such officers, employees, other Personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHC HyperScale or LEACC, as applicable, 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. (b) SHC HyperScale and LE ACC shall use their commercially reasonable efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s Group, 's Group other than an Action by one or more members of a Group against one or more members of the other Group. (c) The obligation of SHC HyperScale and LE ACC to make available directors, officers, employees employees, and other Personnel and agents or provide witnesses and experts 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 make available Personnel and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.4(a)). Without limiting the foregoing, each of SHC HyperScale and LE ACC agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Person of its Group based on such Person’s 's provision of assistance or Information to the other Group pursuant to this Section 5.4. (d) Upon the reasonable request of SHC HyperScale or LEACC, SHC HyperScale and LE ACC shall, and shall cause all other relevant members of their respective Group to, enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.