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

Production of Witnesses; Records; Cooperation. During the Retention Period, and except in the case of a legal or other proceeding by one Party against the other Party, 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 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 (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 (Mobileye Global Inc.), Master Transaction Agreement (Mobileye Global Inc.)

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Production of Witnesses; Records; Cooperation. During After the Retention PeriodDistribution Date, and except in the case of a legal or other proceeding an adversarial Action by one Party against the other Party, each Party hereto shall use its commercially reasonable 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 such Party the members of its Group as 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 (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 may from time to time be involved, regardless of whether such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall shall, except as otherwise required by Article VI, bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation Agreement (NorthStar Asset Management Group Inc.), Separation Agreement (NorthStar Asset Management Group Inc.)

Production of Witnesses; Records; Cooperation. During (a) After the Retention PeriodDistribution Date, and except in the case of a legal or other proceeding an adversarial Action by one Party against the other Party, 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 such Party the members of its Group as 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 (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 may from time to time be involved, regardless of whether such legal, administrative or other proceeding Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall shall, except as otherwise required by Article V, bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)

Production of Witnesses; Records; Cooperation. During the Retention Period, and except Except in the case of a legal or other proceeding an adversarial Action by one Party against the other another Party, each Party hereto member of Amneal Group and the Company 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 such Party 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 legal, administrative or other proceeding Action 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 1 contract

Samples: Business Combination Agreement (Impax Laboratories Inc)

Production of Witnesses; Records; Cooperation. During After the Retention PeriodClosing 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 under Section 6 or otherwise), each Party party hereto shall use its commercially reasonable best efforts to make available to each other Partyparty, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party the members of its respective Group as witnesses (giving consideration to the business demands of such individuals) 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) available or books, records or other documents as 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 Action 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

Samples: Contribution Agreement (Seranova Inc)

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Production of Witnesses; Records; Cooperation. During After the Retention PeriodDistribution 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 commercial efforts to make available to 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 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

Samples: Master Transaction Agreement (McData Corp)

Production of Witnesses; Records; Cooperation. During the Retention Period, and except Except in the case of a legal or other proceeding by one Party against the other Party, 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 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 (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 1 contract

Samples: Master Transaction Agreement (Classmates Media CORP)

Production of Witnesses; Records; Cooperation. During After the Retention PeriodDistribution Date, and except in the case of a legal or other proceeding an adversarial Action by one Party against the other another Party, each Party hereto shall use its commercially reasonable efforts to make available to each the other Party, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of such Party 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 (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 in connection with any legal, administrative or other proceeding Action in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding 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 1 contract

Samples: Separation and Distribution Agreement (Occidental Petroleum Corp /De/)

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