Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any Party is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or 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 the Target occurring after the Merger Date and on or prior to the Closing Date, each of the other Parties will cooperate with it and its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demanddemand not involving one Party or the Company claiming against another Party or the Company, arising out of, or relating to or in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Company, each of the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section Article 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing Date involving the business of ESI as conducted prior to the Closing Date, each of the other Parties Pary will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Company, each of the other Parties will cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 8(g) or Section 8(h) below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Sellers, each of the other Parties will cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 8(g) or Section 8(h) below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Sellers and their activities in connection with the Business or Acquired Assets, each of the other Parties Party will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Seller, each of the other Parties will cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 8(g) or Section 8(h) below).

Litigation Support. In the event that and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand against a third party in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving Company, IAA, or IAJ, each of the other Parties will cooperate with him, her or it and his, her or its counsel in the contest or defense, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 7 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of the Company and its Subsidiaries, each of the other Parties will shall cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such the testimony EXHIBIT 1.1-10 and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of PNW, Holdings, WestCoast and its Subsidiaries, each of the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving either of the Target or the Seller, each of the other Parties will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Acquired Assets or the Business, each of the other Parties Party will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Target, each of the other Parties will shall reasonably cooperate with it and its counsel it, him or her, or its, his or her counsel, in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In Following the Closing, in the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any Party, each of the other Parties will reasonably cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Surviving Corporation or the Shareholders, each of the other Parties will reasonably cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).. 42

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand in connection with (i) any transaction transactions contemplated under by this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving Bearings Company (or it business or operations or any of its assets or properties), each of the other Parties will fully cooperate with it such Party and its such Party's counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any third-party claim or action in connection with the transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of the Target and its Subsidiaries, each of the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demanddemand not involving one Party or the Company claiming against another Party or the Company, arising out of, or relating to or in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Company, each of the other Parties will cooperate with him or it and its or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section Article 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating demand (other than by a Party against another Party to or this Agreement) in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving ▇▇▇▇▇▇▇, each of the other Parties will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In the event and for so long as any Party actively ------------------ is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of the Company and its Subsidiaries, each of the other Parties will cooperate with him, or it and his, hers or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction involving the Target occurring after the Merger Date and that accrued or existed on or prior to the Closing DateDate involving Selman Systems or any of ▇▇▇ Subsidiaries, each of the other Parties parties will cooperate with him, her or it (and his, her or its counsel counsel) in the contest or defense, make available their personnel, personnel and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 8 below7.16).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigationInvestigation, charge, 26 Form 8-K, Exhibit 2 complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Buyer (including by operation of law the Target), each of the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Business, the Buyer, the Company or the General Partner, each of the other Parties will reasonably cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so as long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand (excluding any dispute between I-trax and another Party) in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving ProFitness, each of the other Parties will cooperate with him, her or it and his, her or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 9 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving TARGET, each of the other Parties will cooperate co-operate with him, her or it and his, her or its counsel in the contest or defensedefence, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defensedefence, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand initiated by a third party in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Joint Venture, each of the other Parties will cooperate with it the contesting or defending party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party party (unless the contesting or defending Party party is entitled to indemnification therefor under Section 8 10 or Section 12 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, demand brought by a third party or relating to or brought by a Party against a third party in connection with (ia) any transaction contemplated under this Agreement, Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Sellers or Buyer, each of the other Parties will cooperate with it and its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of the Companies and the DCI Subsidiary, each of the other Parties will cooperate with it the contesting or defending Party and its counsel in the contest or defense, make available their its personnel, and provide such testimony and access to their its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 section 10 below).. 52 57

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving TARGET and its Subsidiaries, each of the other Parties will cooperate co-operate with him, her or it and his, her or its counsel in the contest or defensedefence, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defensedefence, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 ss.8 below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving the Seller, each of the other Parties will cooperate with it the contesting or defending Party and his or its counsel in the contest or defense, make available their his or its personnel, and provide such testimony and access to their his or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 8(f) or Section 8(g) below).

Litigation Support. In the event and for so long as any Party actively is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, arising out of, or relating to or demand in connection with (i) any transaction contemplated under this Agreement, Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Target occurring after the Merger Date and on or prior to the Closing DateDate involving any of Target and its Subsidiaries, each of the other Parties will shall cooperate with him, her, or it and his, her, or its counsel in the contest defense or defensecontest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).