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

Production of Witnesses; Records; Further Cooperation. (a) For the time period described in Section 17.01, except in the case of an adversarial Action or threatened adversarial Action by either TWX or Time or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, each of TWX and Time shall take all reasonable steps to make available, upon written request, the former, current and future directors, officers, Employees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and shall retain and make available any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that 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 or threatened or contemplated Action (including preparation for such Action) in which TWX or Time, 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. The obligations of the TWX Group and the Time Group pursuant to this Section 17.02 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired. (b) Without limiting the foregoing, TWX and Time shall use their reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions, other than an adversarial Action against the other Group. (c) The obligation of TWX and Time to make available former, current and future directors, officers, Employees and other personnel and agents or provide witnesses and experts pursuant to this Section 17.02 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available 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 17.02(a)). Without limiting the foregoing, each of TWX and Time agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Employee of its Group based on such Employee’s provision of assistance or information to each other pursuant to this Section 17.02. (d) Upon the reasonable request of TWX or Time, in connection with any Action contemplated by this Section 17.02, TWX and Time 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; Further Cooperation. (a) For the time period described in Section 17.0114.01, except in the case of an adversarial Action or threatened adversarial Action by either TWX or Time AOL or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, each of TWX and Time AOL shall take all reasonable steps to make available, upon written request, the former, current and future directors, officers, Employeesemployees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and shall retain and make available any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that such Person (giving consideration to business demands of such directors, officers, Employeesemployees, 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 TWX or TimeAOL, 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. The obligations of the TWX Group and the Time Group pursuant to this Section 17.02 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired. (b) Without limiting the foregoing, TWX and Time AOL shall use their reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions, other than an adversarial Action against the other Group. (c) The obligation of TWX and Time AOL to make available former, current and future directors, officers, Employees employees and other personnel and agents or provide witnesses and experts pursuant to this Section 17.02 14.02 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Employees 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 17.02(a14.02(a)). Without limiting the foregoing, each of TWX and Time AOL agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Employee employee of its Group based on such Employeeemployee’s provision of assistance or information to each other pursuant to this Section 17.0214.02. (d) Upon the reasonable request of TWX or TimeAOL, in connection with any Action contemplated by this Section 17.0214.01, TWX and Time AOL 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; Further Cooperation. (a) For the time period described in Section 17.0114.01, except in the case of an adversarial Action or threatened adversarial Action by either TWX or Time AOL or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, each of TWX and Time AOL shall take all reasonable steps to make available, upon written request, the former, current and future directors, officers, Employeesemployees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and shall retain and make available any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that such Person (giving consideration to business demands of such directors, officers, Employeesemployees, 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 TWX or TimeAOL, 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. The obligations Table of the TWX Group and the Time Group pursuant to this Section 17.02 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired.Contents (b) Without limiting the foregoing, TWX and Time AOL shall use their reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions, other than an adversarial Action against the other Group. (c) The obligation of TWX and Time AOL to make available former, current and future directors, officers, Employees employees and other personnel and agents or provide witnesses and experts pursuant to this Section 17.02 14.02 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available Employees 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 17.02(a14.02(a)). Without limiting the foregoing, each of TWX and Time AOL agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Employee employee of its Group based on such Employeeemployee’s provision of assistance or information to each other pursuant to this Section 17.0214.02. (d) Upon the reasonable request of TWX or TimeAOL, in connection with any Action contemplated by this Section 17.0214.01, TWX and Time AOL 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.