Cooperation in the Defense of Claims. In the event that an Indemnifiable Claim is asserted, the Indemnifying Party and the Indemnified Party shall each cooperate in all reasonable respects with the other. Such cooperation shall include making available on reasonable notice during normal business hours at the cost of the Indemnifying Party such business records as relate to the Business and the transactions contemplated by this Agreement and suitable personnel with knowledge of the foregoing.
Cooperation in the Defense of Claims. In the event that a claim is asserted against Buyer, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Assets prior to the Closing, Sellers shall cooperate with Buyer in the defense of any such claim.
Cooperation in the Defense of Claims. In the event that a claim is asserted against Buyer or any of its officers, directors, shareholders, employees or agents with respect to events or conditions occurring or existing in connection with or arising out of the operation of the Business prior to the Closing or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller shall cooperate in all reasonable respects in the defense of any such claim. Nothing in this Section 7.3 shall be construed as limiting in any way whatsoever Buyer’s rights under Article IX.
Cooperation in the Defense of Claims. In the event that a claim is asserted against HSNS, any of its direct or indirect subsidiaries or affiliates, or May with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of Business prior to the Closing, or the ownership, possession, use or sale of May's assets prior to the Closing, the Shareholder shall cooperate with HSNS and May in the defense of any such claim.
Cooperation in the Defense of Claims. In the event ------------------------------------ that a claim is asserted against the Purchaser or its Affiliates with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing or the ownership, possession, use or sale of the Purchased Assets prior to the Closing, the Debtor will cooperate with the Purchaser in the defense of any such claim. In the event that a claim is asserted against the Debtor or its Affiliates with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing or the ownership, possession, use or sale of the Purchased Assets after the Closing, the Purchaser will cooperate with the Debtor in the defense of any such claim.
Cooperation in the Defense of Claims. If a claim is asserted against Buyer with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller shall cooperate with Buyer in the defense of any such claim. If a claim is asserted against Seller with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing, or the ownership, possession or use of the Acquired Assets after the Closing, Buyer shall cooperate with Seller in the defense of any such claim.
Cooperation in the Defense of Claims. If a claim is asserted against Buyer, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller will cooperate with Buyer in the defense of any such claim. If a claim is asserted against Xxxxxx, Seller, any of its direct or indirect subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business after the Closing, or the ownership, possession or use of the Acquired Assets after the Closing, Buyer will cooperate with Xxxxxx, Seller or such subsidiary or Affiliate in the defense of any such claim.
Cooperation in the Defense of Claims. (i) In the event that a claim is asserted against Buyer, any of its direct or indirect Subsidiaries or Affiliates, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Acquired Assets prior to the Closing, Seller shall reasonably cooperate with Buyer in the defense of any such claim. If such claim does not give rise to a claim for indemnity by Buyer against Seller pursuant to Article XI hereof, Buyer shall hold harmless Seller for its out-of-pocket expenses arising from Seller's cooperation.
Cooperation in the Defense of Claims. (i) In the event that a claim is asserted against Buyer or its affiliates or their shareholders, directors, officers, employees or agents, with respect to events or conditions occurring or existing in connection with, or arising out of, (A) the operation of the Business prior to the Closing, (B) the ownership, possession, use or sale of the Acquired Assets prior to the Closing, (C) the sale of the Acquired Assets to Buyer or (D) representations or warranties made by Sellers in the Franchise Agreements or the UFOCs or otherwise prior to Closing, Sellers and Owners shall reasonably cooperate with Buyer in the defense of any such claim. If such claim does not give rise to a claim for indemnity by Buyer against Sellers and Owners pursuant to the terms of this Agreement, Buyer shall hold harmless Sellers and Owners for its out-of-pocket expenses arising from such cooperation (including reasonable attorneys’ fees).
Cooperation in the Defense of Claims. (i) In the event that a claim is asserted against the Buyer, Merger Sub or their stockholders, directors, officers or employees, with respect to events or conditions occurring or existing in connection with, or arising out of, the operation of the Business prior to the Closing, or the ownership, possession, use or sale of the Assets of the Business prior to the Closing, the Company and the Sellers shall reasonably cooperate with the Buyer and Merger Sub in the defense of any such claim, the cost of which will be borne by Buyer. If such claim does not give rise to a claim for indemnity by the Buyer or Merger Sub against the Company or the Sellers pursuant to the terms of this Agreement, the Buyer shall hold harmless the Company and the Sellers for their out-of-pocket expenses arising from their cooperation.
