Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as Seller or Purchaser, as applicable, is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members of the Alkali Group, the other Party shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees to, cooperate with such first Party and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser hereby agrees, following the Closing, to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business (other than the Excluded Claims), and for Seller to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.

Litigation Support. In the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other Party hereto or any Affiliate of such Party) or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, liability or loss in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Subsidiaries (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Subsidiaries) Buyer or Seller, the other Party as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, reasonably cooperate with such first Party Buyer or Seller, as applicable, and its Affiliates and its and their counsel in such prosecution, contest or defensesdefense, including making available its personnel, and participating in meetings, providing such testimony and access to its their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser (i) Seller hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser Buyer or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than the Excluded Claims)for Seller or any of its Affiliates, and for Seller or such Affiliate to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser (ii) Buyer hereby agrees to, or to cause its Affiliates to, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Subsidiaries, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Subsidiaries to be released from any and all Liabilities such Actions. If Seller or any of its Affiliates receives notice of any Action involving or related to the ANSAC Brazil Matter as Business or any Transferred Subsidiary, Seller shall promptly notify Buyer and provide Buyer with a copy of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governsuch notice.

Litigation Support. In the event and for so long as Seller (a) Parent or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an action brought against or by the other party hereto or any Affiliate of such party) or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, Liability or Loss in connection with (ai) any transactions contemplated under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with arising out of or arising resulting from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members Transferred Entities (including, for the avoidance of doubt, any ▇▇▇▇ Liabilities or Retained Businesses that were historically part of a Transferred Entity), or (b) Purchaser or any Transferred Entity is prosecuting, contesting or defending any Action, investigation, charge, claim, or demand by or against a third party (other than an action brought against or by Parent or any of its Affiliates) or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, Liability or Loss in connection with (i) any transactions contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, arising out of or resulting from the Alkali GroupRetained Businesses or any ▇▇▇▇ Liabilities, the other Party party shall, and shall cause its other Subsidiaries (including, in the case of Purchaser, the Transferred Entities) and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, reasonably cooperate with such first Party the prosecuting, contesting or defending party and its Affiliates and its and their counsel in such prosecution, contest or defensesdefense, including making available its personnel, and participating in meetings, providing such testimony and access to its and preservation of their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to , at the contrary in this Agreement, Purchaser hereby agrees, following the Closing, to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any sole cost and all Actions exclusively related to the Business (other than the Excluded Claims), and for Seller to be released from any and all such Actions effective as expense of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting prosecuting, contesting or defending party; provided, that no party shall be required to provide access to or disclose information if, upon the generality advice of counsel, such access or disclosure would jeopardize the foregoingattorney-client or other applicable legal privilege or protection of such party or contravene any Law, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser Contract or one obligation of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governconfidentiality.

Litigation Support. In the event that and for so long as any Party or any of its Affiliates is prosecuting, contesting or defending any Proceeding or Action by a third party in connection with the Transaction or any of the other transactions contemplated under this Agreement, the other Party shall, and shall cause its Affiliates (and its and their officers and employees) to, reasonably cooperate with such Party and its counsel in such prosecution, contest or defense, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. In the event that and for so long as Seller or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Proceeding or demand Action by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded AssetsTarget Entities, the Purchased Assets or the Assumed Liabilities, the Excluded Liabilities, the Business or the members of the Alkali Group, the other Party Purchaser shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees) to, reasonably cooperate with such first Party Seller and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to In the contrary in this Agreement, Purchaser hereby agrees, following the Closing, to (to the extent applicable) move event that and for substitution or take similar actions under applicable Law for so long as Purchaser or one any of its Affiliates is prosecuting, contesting or defending any Proceeding or Action by a third party in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to be substituted for act, or transaction relating to, in connection with or arising from the Seller in any and all Actions exclusively related to the Business (other than the Retained Business, Excluded Claims)Assets or Retained Liabilities, Seller shall, and for Seller to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of shall cause its Affiliates (and its and their officers and employees) to, reasonably cooperate with Purchaser and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to substitute for Seller (to the extent applicable) its books and records as shall be reasonably necessary in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article Xconnection with such prosecution, then Article X shall governcontest or defense.

Litigation Support. (i) In the event and for so long as Seller any party or Purchaser, as applicable, any of its Affiliates actively is prosecuting, contesting or defending against any legal action, suit, audit, proceeding, Actionhearing, investigation, charge, complaint, claim, or demand by a third party in connection with (a) any transactions transaction contemplated under by this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating toon or prior to the Closing Date involving Seller, in connection with or arising from any of its Subsidiaries (including any member of the Transferred AssetsPaper Group and/or any of its Subsidiaries), the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members of the Alkali GroupBusiness, the other Party shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees to, party will cooperate with the contesting or defending party or such first Party Affiliate and its counsel in such prosecution, the contest or defensesdefense, including making make available its personnel, and providing provide such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, the contest or defense. Notwithstanding anything , all at the sole cost and expense of the contesting or defending party or such Affiliate (unless the contesting or defending party or such Affiliate is entitled to indemnification therefor pursuant to this Agreement). (ii) Seller and Buyer agree that, to the contrary extent permitted by law, their respective rights and obligations to maintain, preserve, assert or waive any or all attorney-client and work product privileges belonging to either party with respect to the Business and Seller’s Other Businesses (collectively, “Privileges”) shall be governed by the provisions of this Section 8Q. With respect to matters relating to Seller’s Other Businesses or any liabilities of any member of the Paper Group and its Subsidiaries or the Business for which Seller or any of its Affiliates has agreed to be responsible after the Closing Date pursuant to this Agreement or the agreements contemplated hereby, and with respect to all information of Seller and its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) relating to the sale of the Business, Seller and its post-Closing Affiliates shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Buyer and its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries) shall take no action without the prior written consent of Seller that would reasonably be likely to result in any waiver of any Privilege that could be asserted by Seller or such Affiliate under applicable law and this Agreement. With respect to matters relating to the Business (except as set forth in the immediately preceding sentence), after the Closing, Buyer shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Seller and its post-Closing Subsidiaries shall take no action after the Closing without the prior written consent of Buyer that would reasonably be likely to result in any waiver of any Privilege that could be asserted by Buyer under applicable law and this Agreement. The rights and obligations created by this Section 8Q shall apply to all information as to which Seller and its Subsidiaries, on the one hand, or the Company and its Subsidiaries, on the other hand, would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (such information, “Privileged Information”). (iii) Privileged Information of Seller and its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) includes (a) all information regarding the Seller’s Other Businesses and all information of Seller or any of its Affiliates relating to the sale process for the Paper Group and the Business with respect to which Seller or any of its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) had a Privilege, but which after the Closing is in the possession of Buyer or any of its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries); and (b) all communications with respect to which Seller or any of its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) had a Privilege occurring prior to the Closing pertaining to liabilities of any member of the Paper Group, any of its Subsidiaries or the Business for which Seller or any of its Affiliates has agreed to be responsible after the Closing Date pursuant to this Agreement or the agreements contemplated hereby, and with respect to all information of Seller and its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) relating to the sale of the Paper Group, any of its Subsidiaries or the Business between counsel for Seller and any of its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) (including in-house counsel who are employees of Seller or its Affiliates) and any Person who, at the time of the communication, was an employee of Seller or any of its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries), regardless of whether such employee is or becomes an employee of Buyer or any of its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries). (iv) Privileged Information of Buyer includes but is not limited to (a) any and all information generated prior to the Closing regarding the Business with respect to which Buyer or any of its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries) had a Privilege, but which after the Closing is in the possession of Seller or any of its Affiliates (excluding information of Seller or its Affiliates described in Section 8Q(iii)(b)); and (b) all communications with respect to which Buyer or any of its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries) had a Privilege occurring prior to the Closing (excluding communications relating to information of Seller or its Affiliates described in Section 8Q(iii)(b)) between counsel for the Company (including in-house counsel who are employees of Seller or its Affiliates) and any Person who, at the time of the communication, was an employee of any member of the Paper Group, regardless of whether such employee is or becomes an employee of Seller or any of its Affiliates. (v) Upon receipt by Seller or any of its Affiliates (including, until the Closing, the members of the Paper Group and their respective Subsidiaries) or Buyer or any of its Affiliates (including, after the Closing, the members of the Paper Group and their respective Subsidiaries), as the case may be, of any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other or if Seller or its Affiliates or Buyer or its Affiliates, as the case may be, obtains knowledge that any current or former employee of either Seller or its Affiliates or Buyer or its Affiliates has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged information of the other, Seller or Buyer or any of their respective Affiliates, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other a reasonable opportunity to review the information and to assert any rights it may have under this Section 8Q or otherwise to prevent the production or disclosure of Privileged Information. (vi) Seller’s agreement to permit Buyer to obtain information existing prior to the Closing are made in reliance on Seller’s and Buyer’s respective agreements, as set forth in this Agreement, Purchaser to maintain the confidentiality of such information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, as the case may be. The access to information being granted pursuant to this Agreement, the agreement to provide witnesses and individuals pursuant to this Agreement and the disclosure of Privileged Information relating to the Business or the Seller’s Other Businesses pursuant to this Agreement in connection with the transactions contemplated hereby agreesshall not be asserted by Seller or Buyer to constitute, following or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 8Q(i) or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Seller and Buyer or their respective Affiliates in, or the obligations imposed upon Seller, Buyer and their respective Affiliates by, this Section 8Q. Notwithstanding anything in this Agreement to the contrary, Buyer and its Affiliates (including, after the Closing, to (the members of the Paper Group and their respective Subsidiaries) hereby provide their express irrevocable consent to the extent applicable) move for substitution disclosure by Seller or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively of information related to the Business Business, provided that (other than the Excluded Claims), and for a) Seller to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates deem such information relevant to substitute for Seller an analysis of Seller’s Other Businesses (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities including information related to the ANSAC Brazil Matter as Shared Contracts) and (b) such disclosure is made to Persons exploring a potential acquisition of the Closing. In the event of (or financing related to) any conflict between this Section 5.10 and Article X, then Article X shall governassets related to Seller’s Other Businesses.

Litigation Support. (a) In the event and for so long as Seller any party or Purchaser, as applicable, any of its respective Controlled Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Litigation by or demand by against a third party (other than a Litigation brought against or by the other party or any Controlled Affiliate of such other party) in connection with (ai) any transactions contemplated under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, circumstance or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded AssetsTransferred Subsidiaries, the Assumed Liabilitiesas applicable, the Excluded LiabilitiesBuyer or Sellers, the Business or the members of the Alkali Groupas applicable, the other Party shall, and shall cause its Subsidiaries and their respective Controlled Affiliates (including with respect and shall use its reasonable best efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use reasonable best efforts to cooperate with such first Party the other party (or its applicable Controlled Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using reasonable best efforts to make available its personnel, and providing participate in meetings, provide such testimony and access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to ; provided, that if any party hereto reasonably believes upon advice of counsel that such cooperation, testimony or access would breach attorney-client, work product or similar privilege or any confidentiality obligations set forth in written agreements with third parties, the contrary parties hereto shall cooperate in this Agreementseeking a reasonable alternative means whereby the requesting party and its Controlled Affiliates and their respective Representatives are provided such cooperation, Purchaser hereby agrees, following testimony or access in a manner that does not jeopardize such privilege or protection or breach such obligation. (b) From and after the Closing, to (Sellers and Buyer hereby agree to, to the extent applicable, (i) move for substitution or take similar actions under applicable Law for Purchaser Buyer or one of its Controlled Affiliates (including, for the avoidance of doubt, any Transferred Subsidiary) to be substituted for Seller in any and all Actions exclusively Litigation by or against any Person, in each case, that is (A) primarily related to the Business or the Transferred Assets and (B) included in the definition of Assumed Liabilities (other than any Litigation between Buyer and/or any of its Controlled Affiliates, on the Excluded Claims)one hand, and Sellers and/or any of their Controlled Affiliates, on the other hand, arising out of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Assumed Litigation”) with respect to which the Sellers or any Controlled Affiliates of Sellers (other than, for Seller to be released from the avoidance of doubt, any and all such Actions effective Transferred Subsidiary) is a party as of the Closing in a manner consistent with Sections 2.4 Closing, and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to (ii) move for substitution or take any and all similar actions required under applicable Law for Purchaser Sellers or one or more of its their Controlled Affiliates to substitute (other than, for Seller (to the extent applicableavoidance of doubt, any Transferred Subsidiary) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from substituted in any and all Liabilities related Litigation other than Assumed Litigation with respect to the ANSAC Brazil Matter which any Transferred Subsidiary is party as of the Closing. In the event of any conflict between this Section 5.10 4.21 and Article X5, then Article X 5 shall governcontrol.

Litigation Support. In the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Action by or demand by against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such other party) in connection with with: (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, circumstance or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali Retained Businesses that was historically part of a Transferred Entity and any portion of the Business that was historically part of the Seller Group), the other Party as applicable, Purchaser or Seller, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect and shall use its commercially reasonable efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use commercially reasonable efforts to cooperate with such first Party the other party (or its applicable Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using commercially reasonable efforts to make available its personnel, and providing participate in meetings, provide such testimony and access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything ; provided that the requesting party shall promptly, and in no case longer than forty-five (45) days following receipt of an invoice therefore, reimburse the responding party only for its reasonable, documented out-of-pocket third-party costs and expenses actually incurred in providing such cooperation, and in no event shall the responding party be required to make employees or personnel available to the contrary in this Agreementextent such cooperation would unreasonably interfere with the business or operations of the responding party or its Affiliates. Except as set forth on Schedule 9.7, Purchaser hereby agrees, following from and after the Closing: (i) Seller hereby agrees to, to (to the extent applicable) , move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related Related to the Business (other than for any member of the Excluded Claims)Seller Group, and for such member of the Seller Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 Closing, at Seller’s sole cost and 2.5. Without limiting the generality of the foregoingexpense, and (ii) Purchaser hereby agrees to, or to cause its Affiliates to, to the extent applicable, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not Related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities related such Actions, at Purchaser’s sole cost and expense. No party shall be required to waive privilege or disclose any information the ANSAC Brazil Matter as disclosure of which would violate applicable Law, fiduciary duty or any binding confidentiality obligation owed to a third party; provided that the Closingparties shall use commercially reasonable efforts to implement alternative arrangements to permit the maximum practicable cooperation in a manner that does not result in such waiver or violation including without limitation the entry into joint defense agreements. In the event of any conflict between this Section 5.10 6.10 and Article XIX, then Article X IX shall governcontrol.

Litigation Support. In the event (a) If and for so long as Seller the Acquiror, any Buyer or Purchaser, as applicable, any member of either Company Group is prosecuting, actively contesting or defending against any legal charge, complaint, claim or demand (a "Claim") or any action, suit, proceeding, investigation or hearing (an "Action, investigation, charge, claim, or demand by a third party ") based thereon in connection with (ai) any transactions transaction contemplated under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with on or arising from prior to the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members Closing Date involving any member of the Alkali either Company Group, the other Party Parent and the Seller shall, and shall cause if neither the Parent nor any of its Subsidiaries and Affiliates (including with respect is a party to the Purchaser after the Closingor involved in such Claim or Action, the members of the Alkali Group) and its and their respective directors, officers and employees to, reasonably cooperate with such first Party the contesting or defending party and its counsel in such prosecution, the contest or defensesdefense, including making make reasonably available its personnel, their personnel and providing provide such testimony and reasonable access to its books their Books and records Records as shall be reasonably necessary in connection with such prosecution, the contest or defense, the out-of-pocket expense of which shall be for the account of the contesting or defending party. Notwithstanding anything The covenant contained in this subsection (a) shall not apply to any matter that is subject to the contrary indemnification obligations of the parties under Article XII, other than a Proceeding as to which an Indemnifying Party has assumed the legal defense in accordance with subsection (d) of Section 12.04 or under Section 12.05. (b) If and for so long as the Parent, the Seller or any of their respective Affiliates is actively contesting or defending against any Claim or Action based thereon in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving any of the Businesses, the Acquiror, each Buyer and each member of each Company Group shall, if neither the Acquiror nor any of its Subsidiaries is a party to or involved in such Claim or Action, reasonably cooperate with the contesting or defending party and its counsel in the contest or defense, make reasonably available their personnel and provide such testimony and reasonable access to their Books and Records as shall be necessary in connection with the contest or defense, the out-of-pocket expense of which shall be for the account of the contesting or defending party. The covenant contained in this Agreement, Purchaser hereby agrees, following the Closing, subsection (b) shall not apply to (any matter that is subject to the extent applicable) move for substitution or take similar actions indemnification obligations of the parties under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business (Article XII, other than a Proceeding as to which an Indemnifying Party has assumed the Excluded Claims), legal defense in accordance with subsection (d) of Section 12.04 or under Section 12.05. Halliburton Company Agreement and for Seller to be released from any and all such Actions effective as Plan of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.Recapitalization

Litigation Support. In Following the event Closing, if and for so long as any member of the Seller or Purchaser, as applicable, Group is prosecuting, contesting or defending any legal proceeding, ActionProceeding, investigation, inquiry, charge, claim, claim or demand by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business Transaction or the members of Company or the Alkali GroupBusiness, the other Party Purchaser shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser including, after the Closing, the members of the Alkali GroupCompany) and instruct its and their respective directors, officers and employees Representatives to, reasonably cooperate with such first Party the Seller Group and its counsel Representatives in such prosecution, contest or defensesdefense, including including, upon reasonable prior written notice, during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of Purchaser, any member of the Company Group or any of their respective Affiliates, making reasonably available its personnel, personnel and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense, at the Seller Group’s sole cost and expense. Notwithstanding anything The provisions of this Section 7.10(a) shall not apply to Proceedings with respect to Tax matters or Proceedings with respect to, involving or against Purchaser, any member of the contrary in this Agreement, Purchaser hereby agrees, following Company Group or any of their respective Affiliates. (b) Following the Closing, to (to the extent applicable) move if and for substitution or take similar actions under applicable Law for so long as Purchaser or one any of its Affiliates to be substituted for Seller Subsidiaries is prosecuting, contesting or defending any Proceeding, investigation, inquiry, charge, claim or demand by a third party in connection with any and all Actions exclusively related to Transaction or the Business (other than Company or the Excluded Claims)Business, DBI shall, and for shall cause the Seller to be released from any Group and all instruct its and their respective Representatives to, reasonably cooperate with Purchaser and its Subsidiaries (including the Company Group) and its and their respective Representatives in such Actions effective as of the Closing prosecution, contest or defense, including, upon reasonable prior written notice, during normal business hours and in a manner consistent so as not to unreasonably interfere with Sections 2.4 and 2.5. Without limiting the generality normal business operations of any member of the foregoingSeller Group or any of their respective Affiliates, Purchaser hereby agrees making reasonably available its personnel and providing such testimony and access to take its books and records as reasonably necessary in connection with such prosecution, contest or defense, at Purchaser’s sole cost and expense. The provisions of this Section 7.10(b) shall not apply to Proceedings with respect to Tax matters or with respect to or against any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as member of the Closing and cause Seller to be released from Group or any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governtheir respective Affiliates.

Litigation Support. In the event and for so long as Seller or Purchaser, as applicable, any Party is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Legal Proceeding or demand by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with or arising from the Transferred Excluded Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business Liabilities or the members Acquired Group Companies, upon the request of the Alkali GroupBuyer or Seller, the other Party as applicable, Buyer or Seller, as applicable, shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees to, cooperate with such first requesting Party and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser (i) Buyer hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser Seller or one of its Affiliates to be substituted for Seller in any and all Actions exclusively Legal Proceedings primarily related to the Aspen Business (other than for any member of the Excluded Claims)Acquired Group Companies, and for Seller such Person to be released from any and all such Actions Legal Proceedings effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser (ii) Seller hereby agrees to, or to cause its Affiliates to, move for substitution or take any and all similar actions required under applicable Law for Purchaser Buyer or one or more of its Affiliates to substitute for Seller (be substituted in any and all Legal Proceedings not primarily related to the extent applicable) in Aspen Business for the ANSAC Brazil Matter as of Aspen Group Companies, and to move for the Closing and cause Seller Aspen Group Companies to be released from any and all Liabilities such Legal Proceedings. If any Seller receives notice of any Legal Proceeding involving or related to the ANSAC Brazil Matter as Aspen Business or any Acquired Group Company, Seller shall promptly notify Buyer and provide Buyer with a copy of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governsuch notice.

Litigation Support. In the event If and for so long as Seller any Party or Purchaser, as applicable, is its applicable Affiliates are prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by a third party in connection with (a) any transactions contemplated under this Agreement, the Transactions or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with or arising from the Transferred Assets, the Contributed Interests, Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business Business, the Pre-Execution Reorganization Transactions or the members any member of the Alkali Company Group, upon the request and at the cost of such Party, the other Party Parties shall, and shall cause its their respective Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Company Group) and its and their respective directors, officers and employees to, reasonably cooperate with such first requesting Party and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser effective as of the Closing (i) the Company hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser the Company or one its Subsidiaries (including, after the Closing, a member of its Affiliates the Company Group) to be substituted for Seller any member of the Contributor Group in any and all Actions exclusively primarily related to the Business (other than the Excluded Claims)Business, and for Seller such member of the Contributor Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting (ii) the generality of the foregoing, Purchaser Contributors hereby agrees agree to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as move for substitution or take similar actions under applicable Law for a member of the Closing Contributor Group to be substituted for any member of the Company Group in any and cause Seller all Actions not primarily related to the Business, and to move for such member of the Company Group to be released from any and all Liabilities related to the ANSAC Brazil Matter such Actions effective as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.

Litigation Support. (a) In the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Action or demand investigation by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such party), or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, Liability or Loss in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Business, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Business that was historically part of a Transferred Entity), as applicable, Purchaser, on the one hand, or the pertinent Sellers, on the other Party hand, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, cooperate with Purchaser or such first Party Seller, as applicable, and its Affiliates and its and their counsel in such prosecution, contest or defensesdefense, including making available its personnel, and participating in meetings, providing such testimony and access to its their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser (i) each Seller hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than for any member of the Excluded Claims)Parent Group, and for Seller such member of the Parent Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, move for substitution or take any and all similar actions required under applicable Law for Purchaser any member of the Parent Group or one or more of its their Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities such Actions. If any member of the Parent Group receives notice of any Action involving or related to the ANSAC Brazil Matter as Business or any Transferred Entity, Parent shall promptly notify Purchaser and provide Purchaser with a copy of such notice. (b) (i) Without limiting Section 7.4(a), Sellers hereby agree to reimburse Purchaser and its Affiliates (including, for the avoidance of doubt, any Transferred Entity) for the applicable percentage set forth in the table below of Purchaser’s or any such Affiliate’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees of counsel, experts and other third-party advisors) (“Defense Costs”) incurred in connection with defending or complying with any investigation or Action initiated by or brought by a Governmental Entity (and not, for the avoidance of doubt, any Person other than a Governmental Entity) in respect of the Closingmatter set forth on Schedule 7.7(b)(i) (“Specified Matter 1”): The period beginning on the Closing Date and ending on the first anniversary of the Closing Date (inclusive). [REDACTED]% The period beginning the day after the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date (inclusive). [REDACTED]% The period beginning the day after the second anniversary of the Closing Date and ending on the third anniversary of the Closing Date (including). [REDACTED]% Following the third anniversary of the Closing Date. 0% (ii) Any Defense Costs required to be reimbursed by Sellers pursuant to this Section 7.4(b) shall be paid by Sellers by wire transfer of immediately available funds to an account designated by Purchaser within five (5) Business Days of receipt by Sellers of a written request from Purchaser for reimbursement thereof, which such written request shall contain reasonably detailed support for the Defense Costs covered thereby and copies of written invoice(s) applicable thereto; provided, that (x) in no event shall Purchaser be entitled to make a request for reimbursement more than once within any individual calendar month and (y) from and after the Closing and until the third anniversary of the Closing Date, Purchaser shall keep Parent reasonably informed on a regular and current basis with respect to the status of any Specified Matter 1 investigation or other Action brought by or initiated by a Governmental Entity and shall keep Parent reasonably apprised of any material developments related thereto. In addition, Purchaser shall provide Parent with copies of all material pleadings and filings and any offers of settlement or compromise related to the foregoing promptly, and in any event of any conflict between this Section 5.10 and Article Xwithin five (5) Business Days, then Article X shall governfollowing receipt thereof by Purchaser or its applicable Affiliate.

Litigation Support. In the event (a) If and for so long as Seller the Acquiror, any Buyer or Purchaser, as applicable, any member of either Company Group is prosecuting, actively contesting or defending against any legal charge, complaint, claim or demand (a "Claim") or any action, suit, proceeding, investigation or hearing (an "Action, investigation, charge, claim, or demand by a third party ") based thereon in connection with (ai) any transactions transaction contemplated under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with on or arising from prior to the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members Closing Date involving any member of the Alkali either Company Group, the other Party Parent and the Seller shall, and shall cause if neither the Parent nor any of its Subsidiaries and Affiliates (including with respect is a party to the Purchaser after the Closingor involved in such Claim or Action, the members of the Alkali Group) and its and their respective directors, officers and employees to, reasonably cooperate with such first Party the contesting or defending party and its counsel in such prosecution, the contest or defensesdefense, including making make reasonably available its personnel, their personnel and providing provide such testimony and reasonable access to its books their Books and records Records as shall be reasonably necessary in connection with such prosecution, the contest or defense, the out-of-pocket expense of which shall be for the account of the contesting or defending party. Notwithstanding anything The covenant contained in this subsection (a) shall not apply to any matter that is subject to the contrary indemnification obligations of the parties under Article XII, other than a Proceeding as to which an Indemnifying Party has assumed the legal defense in accordance with subsection (d) of Section 12.04 or under Section 12.05. (b) If and for so long as the Parent, the Seller or any of their respective Affiliates is actively contesting or defending against any Claim or Action based thereon in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving any of the Businesses, the Acquiror, each Buyer and each member of each Company Group shall, if neither the Acquiror nor any of its Subsidiaries is a party to or involved in such Claim or Action, reasonably cooperate with the contesting or defending party and its counsel in the contest or defense, make reasonably available their personnel and provide such testimony and reasonable access to their Books and Records as shall be necessary in connection with the contest or defense, the out-of-pocket expense of which shall be for the account of the contesting or defending party. The covenant contained in this Agreement, Purchaser hereby agrees, following the Closing, subsection (b) shall not apply to (any matter that is subject to the extent applicable) move for substitution or take similar actions indemnification HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 56 obligations of the parties under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business (Article XII, other than a Proceeding as to which an Indemnifying Party has assumed the Excluded Claims), and for Seller to be released from any and all such Actions effective as legal defense in accordance with subsection (d) of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required Section 12.04 or under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern12.05.

Litigation Support. (a) In the event that and for so long as Seller or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, Proceeding or demand Action by a third party (other than Tax Proceedings or any Action relating to Taxes or Tax Returns) or otherwise for legal compliance in connection with (ai) the Transaction or any of the other transactions contemplated under this Agreement, or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded Purchased Companies, the Purchased Assets, the Assumed Liabilities, the Excluded Liabilities, the Business Liabilities or the members of the Alkali GroupSpecified Retained Litigation, the other Party Purchaser shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees) to, reasonably cooperate with such first Party Seller and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing provide such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything . (b) In the event that and for so long as Purchaser or any of its Affiliates is prosecuting, contesting or defending any Proceeding or Action by a third party (other than Tax Proceedings or any Action relating to Taxes or Tax Returns) or otherwise for legal compliance in connection with (i) the contrary in Transaction or any of the other transactions contemplated under this Agreement, Purchaser hereby agreesor (ii) any fact, following situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the ClosingBusiness, to (to the extent applicable) move for substitution Purchased Entities, the Purchased Assets, the Assumed Liabilities or take similar actions under applicable Law for Purchaser or one of the Specified Retained Litigation, Seller shall, and shall cause its Affiliates to be substituted for Seller (and its and their officers and employees) to, reasonably cooperate with Purchaser and its counsel in any and all Actions exclusively related to the Business (other than the Excluded Claims)such prosecution, contest or defenses, including making available its personnel, and for Seller provide such testimony and access to its books and records as shall be released from any and all reasonably necessary in connection with such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. prosecution, contest or defense. (c) Without limiting the generality of Section 5.11(a) and (b), the foregoingparties agree that, Purchaser hereby agrees with respect to take the Specified Retained Litigations listed as items 1, 2, 3, 4, 5 and 7 on Section 2.7(n) of the Seller Disclosure Schedules (collectively, the “IP Retained Litigations”): without Purchaser’s prior written consent, neither Seller nor its Affiliates shall agree to any and all actions required under applicable Law for settlement of such IP Retained Litigation if such settlement (i) would require Purchaser or one of its Affiliates to substitute for Seller (make a payment to the settling party or (ii) would require Purchaser or its Affiliates to agree to any injunctive relief or (iii) does not release Purchaser, its Affiliates and their respective successors and assigns, each in their capacity as successors to the Business, to the same extent applicableas it releases Seller and its Affiliates. At Seller’s request, Purchaser shall enter into a common interest agreement with Seller with respect to the IP Retained Litigations, in a form to be mutually agreed by the parties (d) With respect to each of the IP Retained Litigations listed as items 6 and 7 on Section 2.7(n) of the Seller Disclosure Schedules (each, a “Named IP Retained Litigation”), in the ANSAC Brazil Matter as event that, at any time following the Closing, a payment (whether one-time, ongoing or otherwise) to a third party is required to be made for the use in the Business post-Closing of the Closing Intellectual Property asserted in such Named IP Retained Litigation, Seller will bear the portion of such payment attributable to sales of the accused products in the Business (or Business Products incorporating the accused products) by Purchaser and cause Seller to be released from any and all Liabilities related to its Affiliates for the ANSAC Brazil Matter as of first year immediately following the Closing. In addition, with respect to each Named IP Retained Litigation, in the event that, within the first year immediately following the Closing, the court issues an injunction in such Named IP Retained Litigation that prevents sales of any conflict between the accused products in the Business (or Business Products incorporating the accused products) by Purchaser and its Affiliates post-Closing, but there are no required payments of the type described in the immediately preceding sentence in connection with such Named IP Retained Litigation, Seller will bear up to fifty percent (50%) of the costs incurred by Purchaser and its Affiliates in connection with the re-design of such products or Business Products and the implementation of such re-design, provided that Seller’s aggregate Liability pursuant to this Section 5.10 and Article X, then Article X sentence shall governnot exceed $500,000.

Litigation Support. In For a period of six (6) years following the Closing, in the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such other party) in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, circumstance or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Entity), the other Party as applicable, Purchaser or Seller, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect and shall use its reasonable best efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use reasonable best efforts to cooperate with such first Party the other party (or its applicable Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using reasonable best efforts to make available its personnel, and providing participate in meetings, provide such testimony and access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser hereby agrees, For a period of six (6) years following the Closing, to (i) Seller hereby agrees to, to the extent applicable) , move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than for any member of the Excluded Claims)Seller Group, and for such member of the Seller Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, to the extent applicable, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closingsuch Actions. In the event of any conflict between this Section 5.10 6.13 and Article XVIII, then Article X VIII shall governcontrol.

Litigation Support. In the event (a) If and for so long as Seller any Party or Purchaser, as applicable, is its applicable Affiliates are prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by a third party in connection with (a) any transactions contemplated under this Agreement, the Transactions or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with or arising from the Transferred AssetsSubsidiaries, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesTransferred Interests, the Business or the members Pre-Closing Reorganization, upon reasonable advance written notice by such Party and at the cost of the Alkali Groupsuch Party, the other Party Parties shall, and shall cause its their respective Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali GroupTransferred Subsidiaries) and its and their respective directors, officers and employees to, reasonably cooperate with such first requesting Party and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be to the extent reasonably necessary in connection to assist with such prosecutionprosecutions, contest contests or defensedefenses. All cooperation is subject to applicable law, confidentiality (b) Notwithstanding anything to the contrary in this Agreement, Purchaser effective as of the Closing (i) the Company hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser the Company or one of its Affiliates Subsidiaries (including, after the Closing, a Transferred Subsidiary) to be substituted for Seller Contributor in any and all Actions exclusively primarily related to the Business (other than to the Excluded Claims)extent arising after the Closing, and for Seller Contributor to be released from any and all such Actions; provided, that, Contributor shall be responsible for all fees and expenses incurred by the Company and its Subsidiaries in connection with its and their compliance with this clause (i) and (ii) Contributor hereby agrees to (to the extent applicable) to move for substitution or take similar actions under applicable Law for itself to be substituted for any Transferred Subsidiaries in any and all Actions not primarily related to the Business, and to move for such Transferred Subsidiary to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.

Litigation Support. In the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such other party) in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, circumstance or transaction primarily relating to, in connection with or arising directly from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Entity), the other Party as applicable, Purchaser or Seller, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect and shall use its commercially reasonable efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use commercially reasonable efforts to cooperate with such first Party the other party (or its applicable Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using commercially reasonable efforts to make available its personnelpersonnel with relevant knowledge of the matter at issue, and providing such testimony and participate in meetings, provide access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense; provided that neither Purchaser nor Seller shall be required to take any such action in connection with any litigation involving a material business relationship of Purchaser or Seller their applicable Affiliates, as applicable or that may prejudice or injure the reputation, stature, business or goodwill of Purchaser or Seller or their applicable Affiliates. Notwithstanding anything to the contrary in this Agreement, Purchaser hereby agrees, following From and after the Closing, to (i) Seller hereby agrees to, to the extent applicable) , move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than for any member of the Excluded Claims)Seller Group, and for such member of the Seller Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, to the extent applicable, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities such Actions. If Seller or any of its Affiliates receives notice of any Action involving or related to the ANSAC Brazil Matter as Business or any Transferred Entity, Seller shall promptly notify Purchaser and provides Purchaser with a copy of the Closingsuch notice. In the event of any conflict between this Section 5.10 6.12 and Article XVIII, then Article X VIII shall governcontrol.

Litigation Support. In the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such other party) in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, circumstance or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Entity), the other Party as applicable, Purchaser or Seller, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect and shall use its commercially reasonable efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use commercially reasonable efforts to cooperate with such first Party the other party (or its applicable Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using commercially reasonable efforts to make available its personnel, and providing participate in meetings, provide such testimony and access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser hereby agrees, following From and after the Closing, to (i) Seller hereby agrees to, to the extent applicable) , move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business (other than for any member of the Excluded Claims)Seller Group, and for such member of the Seller Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, to the extent applicable, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not Related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closingsuch Actions. In the event of any conflict between this Section 5.10 6.12 and Article XVIII, then Article X VIII shall governcontrol.

Litigation Support. In (a) Subject to the provisions of Article X (including Section 10.4), except as set forth in Section 5.14 of the Seller Disclosure Schedules, in the event that and for so long as Seller or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, ActionProceeding, investigation, charge, claim, claim or demand by or against a third party (for the avoidance of doubt, other than Purchaser or any of its Affiliates) in connection with (ai) the Transaction or any of the other transactions contemplated under this Agreement, or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded Assets, Purchased Assets or the Assumed Liabilities, the Excluded Liabilities, the Business or the members of the Alkali Group, the other Party Purchaser shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees and Representatives) to, cooperate with such first Party the reasonable request of Seller and its counsel in such prosecution, contest or defensesdefense, including making available its personnel, and providing such testimony and access to its books and records and other information, including any books, data and information that Seller transferred to Purchaser as Purchased Assets, as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything ; provided that (A) such cooperation does not unreasonably interfere with the conduct of the Business and (B) Seller reimburses Purchaser and its Affiliates for any out-of-pocket costs and expenses incurred in connection with such cooperation. (b) Subject to the contrary provisions of Article X (including Section 10.4), except as set forth in Section 5.14 of the Seller Disclosure Schedules, in the event that and for so long as Purchaser or any of its Affiliates is prosecuting, contesting or defending any Proceeding, investigation, charge, claim or demand by or against a third party (for the avoidance of doubt, other than Seller or any of its Affiliates) in connection with (i) the Transaction or any of the other transactions contemplated under this Agreement, Purchaser hereby agreesor (ii) any fact, following situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the ClosingRetained Businesses, to (to the extent applicable) move for substitution Excluded Assets or take similar actions under applicable Law for Purchaser or one of the Retained Liabilities, Seller shall, and shall cause its Affiliates to be substituted for Seller (and its and their officers and employees and Representatives) to, cooperate with the reasonable request of Purchaser and its counsel in any and all Actions exclusively related to the Business (other than the Excluded Claims)such prosecution, contest or defense, including making available its personnel, and for Seller providing such testimony and access to its books and records and other information as shall be released from any and all reasonably necessary in connection with such Actions effective as prosecution, contest or defense; provided that (A) such cooperation does not unreasonably interfere with the conduct of the Closing in a manner consistent with Sections 2.4 Retained Business and 2.5. Without limiting the generality of the foregoing, (B) Purchaser hereby agrees to take any reimburses Seller and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) any out-of-pocket costs and expenses incurred in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governconnection with such cooperation.

Litigation Support. In Subject to Section 10.4, in the event that and for so long as Seller or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, ActionProceeding, investigation, charge, claim, claim or demand by or against a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded Purchased Assets, the Assumed Liabilities, Excluded Assets or Retained Liabilities (including the Excluded Liabilities, the Business Transaction or any other transaction contemplated under this Agreement or the members of the Alkali Groupother Transaction Documents), the other Party Purchaser shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees and Representatives) to, reasonably cooperate with such first Party with, as reasonably requested by, Seller and its counsel in such prosecution, contest or defensesdefense, including making available its personnel, and providing such testimony and access to its books and records and other information (in each case, solely to the extent relating to the Purchased Assets or Assumed Liabilities) as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding Seller shall reimburse Purchaser or its applicable Affiliates for their reasonable out-of-pocket costs and expenses in performing its obligations under this Section 5.10. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary contrary, Seller shall retain full control of prosecuting, contesting, defending, compromising, settling or taking any other action related to or in this Agreementconnection with any Proceeding, Purchaser hereby agreesinvestigation, following charge, claim or demand by or against a third party related to any Retained Businesses, Excluded Asset or Retained Liability, whether arising before or after the Closing, to (to the extent applicable) move for substitution or take similar actions under applicable Law for and neither Purchaser or one of nor its Affiliates to be substituted for Seller shall have any rights in any and all Actions exclusively related to the Business (connection therewith, other than the Excluded Claims), and right to indemnification for Seller Retained Liabilities pursuant to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.X.

Litigation Support. In the event and for so long as Seller or Purchaser, as applicable, a Party is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by a third party in connection with (a) any transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction relating to, in connection with or arising from the Cobia Transferred Assets, the Excluded Assets, the Cobia Assumed Liabilities, the Excluded Liabilities, the Cobia Business or the members any member of the Alkali Company Group, upon the request of such Party, the other Party Parties shall, and shall cause its their respective Subsidiaries and Affiliates (including with respect to including, in the Purchaser case of the Companies after the Closing, the members of the Alkali Company Group) and its and their respective directors, officers and employees to, cooperate with such first requesting Party and its counsel in such prosecution, contest or defenses, including making available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense; provided that, Cobia and Swordfish acknowledge and agree that this Section 7.10 shall not apply with respect to any legal proceeding, Action, investigation, charge, claim, or demand with respect to which Cobia and/or its Affiliates are adverse to Swordfish and/or any of its Affiliates or claims by/against Companies arising out of this Agreement. Notwithstanding anything to the contrary in this Agreement, Purchaser effective as of the Closing (i) the Companies hereby agrees, following the Closing, agree to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser the Companies or one its Subsidiaries (including, after the Closing, a member of its Affiliates the Company Group) to be substituted for Seller any member of the Cobia Contributor Group in any and all Actions exclusively related to the Cobia Business (other than the Excluded Claims), and for Seller such member of the Cobia Contributor Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser (ii) Cobia hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as move for substitution or take similar actions under applicable Law for a member of the Closing Cobia Contributor Group to be substituted for any member of the Company Group in any and cause Seller all Actions not exclusively related to the Cobia Business and to move for such member of the Company Group to be released from any and all Liabilities related to the ANSAC Brazil Matter such Actions effective as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.

Litigation Support. In Subject to the provisions of Article X (including Section 10.5), in the event that and for so long as Seller or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, ActionProceeding, investigation, charge, claim, claim or demand by or against a third party (for the avoidance of doubt, other than Purchaser or any of its Affiliates) in connection with (a) the Transaction or any of the other transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred AssetsBusiness, the Excluded AssetsPurchased Entity, the Transferred Assets or the Assumed Liabilities, the Excluded Liabilitiesincluding any Retained Litigation Matters, the Business or the members of the Alkali Group, the other Party Purchased Entity shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their Subsidiaries’ respective directors, officers and employees employees) to, at the reasonable written request of Seller and at the sole cost and expense of Seller, cooperate with such first Party Seller and its counsel in such prosecution, contest or defensesdefense, including making available its personnel, and providing such testimony and access to its books and records and other information as shall be reasonably necessary in connection with such prosecution, contest or defense; provided that such cooperation does not unreasonably interfere with the conduct of the Business. Subject to the provisions of Article X (including Section 10.5), in the event that and for so long as the Purchased Entity or any of the Purchased Entity’s Subsidiaries is prosecuting, contesting or defending any Proceeding, investigation, charge, claim or demand by or against a third party (for the avoidance of doubt, other than Seller or any of its Affiliates) in connection with (a) the Transaction or any of the other transactions contemplated under this Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Retained Businesses, the Excluded Assets or the Retained Liabilities, Seller shall, and shall cause its Subsidiaries (and its and their officers and employees) to, at the reasonable written request of the Purchased Entity, and at the sole cost and expense of the Purchased Entity, cooperate with the Purchased Entity and its counsel in such prosecution, contest or defense, including making available its personnel, and providing such testimony and access to its books and records and other information as shall be reasonably necessary in connection with such prosecution, contest or defense; provided that such cooperation does not unreasonably interfere with the conduct of the Retained Businesses. Notwithstanding anything in this Agreement to the contrary contrary, neither Seller nor any of its Affiliates, on the one hand, or the Purchased Entity or any of its Subsidiaries, on the other hand, shall be required to provide access to or disclose information to the other Party where, in the reasonable judgment of a Party, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws or contractual obligations of the other Party or its Subsidiaries (it being agreed that, in the event that the restrictions set forth in this Agreementsentence apply, Purchaser hereby agreessuch Party shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable the other Party to evaluate any such information without violating an obligation of confidentiality to any third party, following jeopardizing the Closing, to (to the extent applicable) move for substitution attorney-client privilege or take similar actions under applicable Law for Purchaser contravening any Laws or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business (other than the Excluded Claimscontractual obligations), and for Seller to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall govern.

Litigation Support. In Except with respect to the Excluded Matters, which shall be governed by Section 1.1(h) of the Seller Disclosure Schedule, in the event and for so long as Seller any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such other party) in connection with (a) any transactions contemplated under this Agreement, Agreement or the Ancillary Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Entity), the other Party as applicable, Purchaser or Seller, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect and shall use its commercially reasonable efforts to the Purchaser after the Closing, the members of the Alkali Group) and cause its and their respective directors, officers and employees other Representatives) to, at the expense of the other party, use commercially reasonable efforts to cooperate with such first Party the other party (or its applicable Affiliates), and its counsel in such prosecution, contest or defensesdefense, including making using commercially reasonable efforts to make available its personnel, and providing participate in meetings, provide such testimony and access to its their books and records and take such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything ; provided, that, notwithstanding the foregoing, none of the other party or any of its Affiliates shall be required to provide cooperation with respect to the contrary foregoing, including access to or disclosure of any information, if doing so would, in this Agreementthe reasonable and good faith opinion of counsel to such other party or any of its Affiliates, (i) violate any Law, Contract to which any of such other party or its Affiliates are bound or fiduciary obligation (ii) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (iii) require Purchaser hereby agreesto indemnify, following advance expenses to or exculpate any former director or officer of a Transferred Entity in connection with any Fraud or any breach of any covenant or representation of Seller hereunder. Except with respect to the Excluded Matters, which shall be governed by Section 1.1(h) of the Seller Disclosure Schedule, from and after the Closing, (x) Seller hereby agrees to (or to cause its applicable Affiliates to), to the extent applicable) applicable and requested by Purchaser, move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively related to the Business for any member of the Seller Group (other than the Excluded Claimsor Affiliates thereof), and for such member of the Seller Group (or Affiliates thereof) to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (y) Purchaser hereby agrees to, or to cause its Affiliates to, to the extent applicable and requested by Seller, move for substitution or take any and all similar actions required under applicable Law for Purchaser Seller or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not Related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closingsuch Actions. In the event of any conflict between this Section 5.10 6.11 and Article XVIII, then Article X VIII shall governcontrol.

Litigation Support. In the event and for so long as Seller any party or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such party) or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, Liability or loss in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Business, the Business or the members Transferred Entities (including, for the avoidance of the Alkali Groupdoubt, the other Party any Retained Business that were historically part of a Transferred Entity), as applicable, Purchaser or Parent, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, cooperate with such first Party Purchaser or Parent, as applicable, and its Affiliates and its and their counsel in such prosecution, contest or defensesdefense, including making available its personnel, and participating in meetings, providing such testimony and access to its their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser (i) Parent hereby agrees, following the Closing, agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than for any member of the Excluded Claims)Parent Group, and for Seller such Person to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, move for substitution or take any and all similar actions required under applicable Law for Purchaser Parent or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities such Actions. If any member of the Parent Group receives notice of any Action involving or related to the ANSAC Brazil Matter as Business or any Transferred Entity, Parent shall promptly notify Purchaser and provide Purchaser with a copy of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governsuch notice.

Litigation Support. In For a period of six (6) years following the Closing, in the event and for so long as Seller that any party hereto or Purchaser, as applicable, any of its respective Affiliates is prosecuting, contesting or defending any legal proceeding, Action, investigation, charge, claim, or demand by or against a third party (other than an Action brought against or by the other party hereto or any Affiliate of such party) or otherwise addressing, negotiating, disputing, investigating, complying with, mitigating, discharging or otherwise performing or managing any obligation, Liability or loss in connection with (a) any transactions contemplated under this Agreement, Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded LiabilitiesRetained Businesses, the Business or the members Transferred Entities (including, for the avoidance of doubt, any portion of the Alkali GroupRetained Businesses that was historically part of a Transferred Entity), the other Party as applicable, Purchaser or Parent, as applicable, shall, and shall cause its Subsidiaries and respective Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees, and shall use its reasonable best efforts to cause its and their other Representatives) to, cooperate with such first Party Purchaser or Parent, as applicable, and its Affiliates and its and their counsel in such prosecution, contest or defensesdefense, including making available its personnel, and participating in meetings, providing such testimony and access to its their books and records and taking such other actions as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything to the contrary in this Agreement, Purchaser hereby agrees, for a period of six (6) years following the Closing, (i) Parent hereby agrees to (to the extent applicable) move for substitution or take similar actions under applicable Law for Purchaser or one of its Affiliates to be substituted for Seller in any and all Actions exclusively primarily related to the Business (other than for any member of the Excluded Claims)Parent Group, and for Seller such member of the Parent Group to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, (ii) Purchaser hereby agrees to, or to cause its Affiliates to, move for substitution or take any and all similar actions required under applicable Law for Purchaser Parent or one or more of its Affiliates to substitute for Seller (be substituted in any and all Actions not primarily related to the extent applicable) in Business for any Transferred Entities, and to move for the ANSAC Brazil Matter as of the Closing and cause Seller Transferred Entities to be released from any and all Liabilities such Actions. For a period of six (6) years following the Closing, if any member of the Parent Group receives notice of any Action involving or related to the ANSAC Brazil Matter as Business or any Transferred Entity, Parent shall promptly notify Purchaser and provide Purchaser with a copy of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governsuch notice.

Litigation Support. The Buyer shall make available to the Seller and the Parent (without charge to the Seller or the Parent other than reimbursement to the Buyer or the Company of reasonable out-of-pocket expenses) during normal business hours and upon reasonable notice (with the right to examine and duplicate) all books, records, files, designs, specifications, customer lists, supplier lists, information, reports, correspondence, literature and other sales materials, computer software, magnetic media and other data and similar materials relating to the business of the Company and the Subsidiaries on the Closing Date (all such materials, the "Books and Records") to the extent necessary to deal with Tax and insurance matters, the investigation, preparation, conduct or settlement of or for any dispute, claim, suit, litigation or other proceeding by or against the Seller (or any of its Affiliates) or any other matter arising out of the business of the Company or the Subsidiaries prior to the Closing. The Buyer shall permit the Seller and the Parent and their respective accountants, counsel, consultants, employees and agents reasonable access to such personnel of the Buyer during normal business hours and upon reasonable notice as may be necessary to the Seller or the Parent in their respective review of the Books and Records, and provide such testimony as shall be reasonably requested by the Seller or the Parent, all without charge to the Seller or the Parent other than reimbursement to the Buyer or the Company of reasonable out-of-pocket expenses incurred in connection therewith. In the event and for so long as Seller Buyer or Purchaser, as applicable, the Company or any Company Subsidiary actively is prosecuting, contesting or defending against any legal action, suit, proceeding, Actionhearing, investigation, charge, complaint, claim, or demand by a third party in connection with (ai) any transactions transaction contemplated under this Agreement, Agreement or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with on or arising from prior to the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members Closing Date involving any of the Alkali GroupCompany and its Subsidiaries, the other Party shall, and shall cause its Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members each of the Alkali Group) Parent and its and their respective directors, officers and employees to, the Seller will reasonably cooperate with such first Party it and its counsel in such prosecution, the contest or defensesdefense, including making make available its personneltheir personnel during normal business hours upon reasonable advance notice, and providing provide such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, the contest or defense. Notwithstanding anything , all without charge to the contrary in this AgreementBuyer, Purchaser hereby agrees, following the Closing, to (Company or the Company Subsidiary other than reimbursement to the extent applicable) move for substitution Parent or take similar actions the Seller of reasonable out-of-pocket expenses incurred in connection therewith (unless the Buyer, the Company or the Company Subsidiary is entitled to indemnification therefor under applicable Law for Purchaser (S)8 below). The Buyer shall not destroy or one otherwise dispose of its Affiliates the Books and Records without first offering to surrender the Books and Records which are intended to be substituted for Seller in any and all Actions exclusively related destroyed or disposed of to the Business (other than the Excluded Claims), and for Seller to be released from any and all such Actions effective as of the Closing in a manner consistent with Sections 2.4 and 2.5. Without limiting the generality of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser or one of its Affiliates to substitute for Seller (to the extent applicable) in the ANSAC Brazil Matter as of the Closing and cause Seller to be released from any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governSeller.

Litigation Support. In (a) Subject to the provisions of Article VIII, in the event that, and for so long as Seller as, Transferor or Purchaser, as applicable, any of its Affiliates is prosecuting, contesting or defending any legal proceeding, ActionProceeding, investigation, charge, claim, claim or demand by or against a third party (for the avoidance of doubt, other than Acquiror or any of its Affiliates) in connection with (a) any transactions contemplated under this Agreementthe Transactions, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, the Business or the members of Transferred Company, Acquiror and the Alkali Group, the other Party Transferred Company shall, and shall cause its their Subsidiaries and Affiliates (including with respect to the Purchaser after the Closing, the members of the Alkali Group) and its and their respective directors, officers and employees employees) to, at the reasonable written request of Transferor, reasonably cooperate with such first Party Transferor and its counsel in such prosecution, contest or defensesdefense, including making available its personnel, and providing such testimony and access to its books and records and other information as shall be reasonably necessary in connection with such prosecution, contest or defense. Notwithstanding anything ; provided that such cooperation does not unreasonably interfere with the conduct of Acquiror and its Affiliates. (b) Subject to the contrary provisions of Article VIII, in this Agreementthe event that and for so long as the Transferred Company or any of the Transferred Company’s Subsidiaries is prosecuting, Purchaser hereby agreescontesting or defending any Proceeding, following investigation, charge, claim or demand by or against a third party (for the Closingavoidance of doubt, to (to the extent applicable) move for substitution other than Transferor or take similar actions under applicable Law for Purchaser or one any of its Affiliates Affiliates) in connection with (a) the Transactions, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to be substituted for Seller act, or transaction relating to, in any and all Actions exclusively related to connection with or arising from the Business businesses of the Transferor Group (other than the Excluded ClaimsBusiness), Transferor shall, and for Seller to be released from any shall cause its Subsidiaries (and all such Actions effective as its and their officers and employees) to, at the reasonable written request of the Closing Transferred Company, cooperate with the Transferred Company and its counsel in such prosecution, contest or defense, including making available its personnel, and providing such testimony and access to its books and records and other information as shall be reasonably necessary in connection with such prosecution, contest or defense; provided that such cooperation does not unreasonably interfere with the conduct of Transferor and its Affiliates. (c) Notwithstanding anything in this Agreement to the contrary, neither Transferor nor any of its Affiliates, on the one hand, or Acquiror or any of its Affiliates, on the other hand, shall be required to provide access to or disclose information to the other Party where, in the reasonable judgment of a manner consistent with Sections 2.4 and 2.5. Without limiting the generality party, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Legal Requirement or contractual obligations of the foregoing, Purchaser hereby agrees to take any and all actions required under applicable Law for Purchaser other Party or one of its Affiliates to substitute for Seller (to the extent applicable) it being agreed that, in the ANSAC Brazil Matter as event that the restrictions set forth in this sentence apply, such Party shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable the other Party to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the Closing and cause Seller to be released from attorney-client privilege or contravening any and all Liabilities related to the ANSAC Brazil Matter as of the Closing. In the event of any conflict between this Section 5.10 and Article X, then Article X shall governLegal Requirement or contractual obligations).