Common use of Cooperation and Access Clause in Contracts

Cooperation and Access. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel, including permitting reasonable access to books, records, files, data, property and personnel in contesting any Loss that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Loss, or any cross-complaint against any person, but the Indemnifying Party will reimburse the Indemnified Party for reasonable out-of-pocket costs (but not the cost of employee time expended) incurred by the Indemnified Party in so cooperating. The Indemnified Party shall permit such access only after advance written notice and during regular business hours, and the Indemnifying Party agrees not to unreasonably interfere with the Indemnified Party’s business operations. The Indemnified Party will take steps necessary to ensure that, upon request, the Indemnifying Party is provided copies of requested documents which may relate to its indemnification obligations; provided, however, that the Indemnified Party shall not be required, as a result of this Agreement, to provide the Indemnifying Party with (i) any document or information that would be subject to protection under the attorney work product doctrine, attorney-client privilege, or other legal privilege, (ii) any information regarding the pricing of timber, timber harvest records, internal appraisals of the Property, other valuations or similar pricing or financial records, or any other information that is confidential and proprietary to the Indemnified Party or (iii) any document or item that the Indemnified Party is contractually or otherwise bound to keep confidential.

Cooperation and Access. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel, including permitting reasonable access to books, records, files, data, property and personnel in contesting any Loss that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Loss, or any cross-complaint against any person, but the Indemnifying Party will reimburse the Indemnified Party for reasonable out-of-pocket costs (but not the cost of employee time expended) incurred by the Indemnified Party in so cooperating. The Indemnified Party shall permit such access only after advance written notice and during regular business hours, and the Indemnifying Party agrees not to unreasonably interfere with the Indemnified Party’s business operations. The Indemnified Party will take steps necessary to ensure that, upon request, the Indemnifying Party is provided copies of requested documents which may relate to its indemnification obligations; provided, however, that the Indemnified Party shall not be required, as a result of this Agreement, to provide the Indemnifying Party with (i) any document or information that would be subject to protection under the attorney work product doctrine, attorney-client privilege, or other legal privilege, (ii) any information regarding the pricing of timber, timber harvest records, internal appraisals of the Property, other valuations or similar pricing or financial records, or any other information that is confidential and proprietary to the Indemnified Party or (iii) any document or item that the Indemnified Party is contractually or otherwise bound to keep confidential.

Cooperation and Access. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel, including permitting reasonable access to books, records, files, data, property and personnel in contesting any Loss that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Loss, or any cross-complaint against any person, but the Indemnifying Party will reimburse the Indemnified Party for reasonable out-of-pocket costs (but not the cost of employee time expended) incurred by the Indemnified Party in so cooperating. The Indemnified Party shall permit such access only after advance written notice and during regular business hours, and the Indemnifying Party agrees not to unreasonably interfere with the Indemnified Party’s business operations. The Indemnified Party will take steps necessary to ensure that, upon request, the Indemnifying Party is provided copies of requested documents which may relate to its indemnification obligations; provided, however, that the Indemnified Party shall not be required, as a result of this Agreement, to provide the Indemnifying Party with (i) any document or information that would be subject to protection under the attorney work product doctrine, attorney-client privilege, or other legal privilege, (ii) any information regarding the pricing of timber, timber harvest records, internal appraisals of the Property, other valuations or similar pricing or financial records, or any other information that is confidential and proprietary to the Indemnified Party or (iii) any document or item that the Indemnified Party is contractually or otherwise bound to keep confidential.. (iv)