Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand 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 on or prior to the Closing Date involving Target, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or the Asset Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Sellers, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 Section 3 below.).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand 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 on or prior to the Closing Date involving Target, each 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Target, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 therefore under §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Company or its predecessor, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 Section 11 below).

Litigation Support. In the event and for so long as any Party party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Company or any of its Subsidiaries, each of the other Parties will parties shall cooperate with him, her, or it and his, her, or its counsel in the contest defense or defensecontest, make available his, her, or its personnel, and provide such testimony and access to his, her, or its 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 §8 below)party.

Litigation Support. In the event and for so long as any Party actively ------------------ is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany of the Company and its Subsidiaries, each of the other Parties will cooperate with him, her, her or it and his, her, her or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 §8 (S)8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Surviving Corporation or the Stockholders, each of the other Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 below).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (ia) any transaction contemplated under this Agreement; or , or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving Targetthe Seller, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the contest or defense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall will 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 §8 belowSection 7).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (ia) any transaction contemplated under this Agreement; or , or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving TargetSeller or any Subsidiary, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the contest or defense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her 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 §8 below)Section 8).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigationInvestigation, charge, 26 Form 8-K, Exhibit 2 complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Buyer (including by operation of law the Target), each of the other Parties will cooperate with him, her, him or it and his, her, his or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Seller, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 therefore under §8 (S)8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany Acquired Company, each of the other Parties will reasonably cooperate with him, her, or it and his, her, her or its counsel in the contest or defense, reasonably make available his, her, her or its personnel, and provide such testimony and access to his, her, her 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 §8 Article X below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetPII or the Stockholder, each of the other Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §(S) 8 below).

Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany 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 or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 §8 Sec.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany 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 his, her, or its their personnel, and provide such testimony and access to his, her, or its 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).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Surviving Corporation or any Stockholder, each of the other Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §(S) 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Seller, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetSeller or COMSAT, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 Section 9 below). (d) Transition.d)

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving Targetthe Companies, each of the other Parties will shall cooperate with him, her, her or it and his, her, her or its counsel in the contest defense or defensecontest, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its 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 therefore under §8 belowSection 10).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Company or the Stockholders, each of the other Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §(S) 8 below).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or the other Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Company, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 belowSection 7 above).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetSeller, Target or any of 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 his, her, or its personnel, and provide such testimony and access to his, her, or its 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 §8 below)Party.

Litigation Support. In the event and for so long as any Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction which occurred on or prior to the Closing Date involving Targetany of the Company and its Subsidiaries, each of the other Parties will cooperate with him, her, him or it and his, her, his or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 §(S) 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearingbearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targettego, CH or any of its Subsidiaries, each of the other Parties will shall cooperate with him, her, him or it and his, her, his or its counsel in the contest defense or defensecontest, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its 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 therefore under §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetSGM, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 Section 7 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall will 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 §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany of the Targets or their respective Subsidiaries, if any, each of the other Parties will cooperate with him, her, him or it and his, her, his or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 §8 ss.8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date Effective Time involving Targetthe Company, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetany of G-Soft and its Subsidiaries, each of the other Parties will cooperate with him, her, her or it and his, her, her or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 §Article 8 below).

Litigation Support. In the event and for so long as any Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Company, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Target, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 Section 6 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or the Asset Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Target, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 ss.4 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: : (ia) any transaction contemplated under this Agreement; or or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 below)pursuant to this Agreement.

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or the Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Target, each of the other Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the contest or defense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her 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 §8 9 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Surviving Corporation or any Shareholder, each of the other Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 (S) 7 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving TargetCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, 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 §8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or on, prior to or after the Closing Date involving Targetany Company, each of the other Parties will cooperate with him, her, /her or it and his, her, /her or its counsel in the contest or defense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 is entitled to indemnification therefor therefore under §§ 8 below).

Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, or demand in connection with: with (i) any transaction contemplated under this Agreement; or Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Targetthe Sellers, each of the other Parties parties will cooperate reasonably with him, her, the contesting or it defending Party and his, her, his or its counsel in the contest or defense, make available his, her, his or its personnel, and provide such testimony and access to his, her, 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 §8 below)Section 8).