Common use of Assistance in Proceedings Clause in Contracts

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.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Augme Technologies, Inc.), Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Spindle, Inc.)

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Assistance in Proceedings. Each party The parties will cooperate with the each other party and its their respective 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Resource America Inc), Asset Purchase Agreement (Pacific Capital Bancorp /Ca/)

Assistance in Proceedings. Each party of the Parties will cooperate with the other party Parties and its their counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records related thereto 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fox Factory Holding Corp)

Assistance in Proceedings. Each party will The parties hereto shall reasonably cooperate with the other party hereto 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 records in connection with, any Proceeding Litigation involving or relating to (a) any Contemplated Transaction the transaction contemplated hereby, 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, Seller or the Business, or the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Barry R G Corp /Oh/)

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 records in connection with, any Proceeding involving or relating to (ai) any Contemplated Transaction of the transactions contemplated by this Agreement or (bii) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on involving the Sellers or before the Closing Date involving Seller, the Business, or the Assets.

Appears in 1 contract

Samples: Noncompetition Agreement (Ezcorp Inc)

Assistance in Proceedings. Each party will use its respective Best Efforts to cooperate with the other party parties and its their respective 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp)

Assistance in Proceedings. Each party will hereto shall reasonably cooperate with the other party parties hereto and its their counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books such party’s Books and Records in connection with, with any Proceeding proceeding involving or relating to (a) any Contemplated Transaction transaction contemplated by this Purchase Agreement or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status occurrence or transaction on or before the Closing Date involving Seller, the Business, or the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Icg Communications Inc /De/)

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Assistance in Proceedings. Each party Both Parties will cooperate with the other party 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 to: (a) any the Contemplated Transaction 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 Buyer, Seller, the Business, Business or the AssetsStockholder.

Appears in 1 contract

Samples: Asset Purchase Agreement (FusionStorm Global, Inc.)

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.any

Appears in 1 contract

Samples: Asset Purchase Agreement (LOCAL.COM)

Assistance in Proceedings. Each party of the Parties will cooperate with the other party Parties and its 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) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kimball Electronics, Inc.)

Assistance in Proceedings. Each party The parties hereto will cooperate with the other party parties and its 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) 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 SellerSeller or its business, the BusinessMember, or the AssetsBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chart Industries Inc)

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