Common use of COOPERATION WITH LEGAL PROCEEDINGS Clause in Contracts

COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by Seller, Purchaser shall cooperate with Seller in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against Seller or its Affiliates with respect to the business of the Company and its Subsidiaries, whether or not either Party has notified the other of an indemnification claim with respect to such matter. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller may reasonably request. Seller shall reimburse Purchaser for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 12.12.

COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by Sellerthe Sellers’ Representative, Purchaser shall cooperate with Seller Sellers in the investigation, defense or ​ ​ ​ prosecution of any Legal Proceedings pending or threatened against Seller Sellers or its any of their Affiliates with respect to the business of the Company and its Subsidiaries, whether or not either Party has notified the other of an indemnification claim with respect to such matterCompany. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its and the Company’s employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller Sellers may reasonably request. Seller Sellers shall reimburse Purchaser for all reasonable and necessary documented out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 12.1211.14.

COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by SellerXxxxxxx and at Sellers’ expense, Purchaser shall reasonably cooperate with Seller Sellers in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against Seller Sellers or any of its Affiliates with respect to the business Business, other than Legal Proceedings where Purchaser or any of the Company and its Subsidiaries, whether Affiliates is adverse to Sellers or not either Party has notified the other any of an indemnification claim with respect to such mattertheir Affiliates. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller Sellers may reasonably request. Seller Sellers shall reimburse Purchaser for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 12.128.12.

COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by Seller, Purchaser shall cooperate with Seller in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against Seller or any of its Affiliates with respect to the business of the Company and Companies, other than Legal Proceedings where Purchaser or any of its Subsidiaries, whether Affiliates is adverse to Seller or not either Party has notified the other any of an indemnification claim with respect to such matterits Affiliates. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller may reasonably request. Seller shall reimburse Purchaser for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 12.1211.12.