Assistance in Proceedings. Each party will cooperate with the other party and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller, the Business, or the Assets.
Assistance in Proceedings. During the Employment Period and for twelve (12) months thereafter, Employee will reasonably cooperate with the Company and its Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Employee being available to the Company and its Subsidiaries upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company and its Subsidiaries all pertinent information and turning over to the Company and its Subsidiaries all relevant documents which are or may come into Employee' s possession, all at times and on schedules that are reasonably consistent with Employee' s other permitted activities and commitments). In the event the Company requires Employee's cooperation in accordance with this Section 24, the Company will pay Employee a reasonable per diem as determined by the Board and reimburse Employee for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).
Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with DeVry Group in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by DeVry Group (including, without limitation, the Executive being available to DeVry Group upon reasonable notice for interviews and factual investigations, appearing at DeVry Group’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to DeVry Group all pertinent information and turning over to DeVry Group all relevant documents which are or may come into the Executive's possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event DeVry Group requires the Executive’s cooperation in accordance with this Section 27, DeVry Group will pay the Executive a reasonable per diem as determined by the Board and reimburse the Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).
Assistance in Proceedings. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any Contemplated Transaction or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Effective Time involving the Business, each of the other Parties will cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore under Article 12 below).
Assistance in Proceedings. Each Party will, at the request of the other Party, give reasonable cooperation to such Party in any action, claim or proceedings brought or threatened against any third party in respect of the matters set forth in this Article IV.
Assistance in Proceedings. Each of the Parties will cooperate with the other Parties and their counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) the Business.
Assistance in Proceedings. From and after the Closing, at the reasonable request of the Buyer and subject to customary confidentiality restrictions, the Seller shall and will cause its Affiliates to reasonably cooperate with the Buyer and its counsel in the contest or defense of, and make reasonably available its personnel and provide any testimony and reasonable access to its books and records, during normal business hours on at least three Business Days’ prior written notice; in connection with, any Proceeding involving or relating to (i) any of the transactions contemplated by this Agreement or (ii) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving the Business; provided that the Buyer shall reimburse the Seller and their Affiliates for all costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith.
Assistance in Proceedings. For a period of forty-five (45) days after the Closing Date, Seller will cooperate with Purchaser and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its Books and Records in connection with, any proceeding involving or relating to (a) any contemplated transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or the Purchased Assets; in each case, at Purchaser’s sole expense, except to the extent that Seller is expressly obligated to provide any such requested cooperation or assistance by the express terms of this Agreement (other than this Section 7.10).
Assistance in Proceedings. Seller will cooperate with Buyer in the contest or defense of, and make available its current personnel and provide any testimony and access to its books and records or other evidence in its possession in connection with, any Proceeding involving or relating to: (i) the Contemplated Transactions; (ii) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or arising before the Closing involving the Acquired Assets or the conduct of the Business; or (iii) the Intellectual Property. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Assistance in Proceedings. Licensees will, at the request of the Licensors, give reasonable cooperation to the Licensors in any action, claim or proceedings brought or threatened against any third party in respect of the matters set forth in this Article IV. ARTICLE V