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 by this Agreement or (ii) any fact, situation, circumstance, status, event, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other parties shall reasonably cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours 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 ARTICLE XI below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any actionAction, suit, proceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ia) any transaction contemplated by under this Agreement or Related Agreements 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 the CompanyRingtail Business, each of the other parties party shall reasonably cooperate with such the contesting or defending party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under ARTICLE XI belowArticle VII).

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 (ia) any transaction contemplated by under this Agreement 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 the CompanyRetail Store Business and the Meat Processing Business, each of the other parties shall will reasonably cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 therefore under ARTICLE XI Article X 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 claim, or demand in connection with (i) any transaction contemplated by 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 the CompanyCompany or any of its Subsidiaries, each of the other parties shall reasonably Parties will cooperate with such party it and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor therefore under ARTICLE XI below)Article IX.

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 claim, or demand in connection with (iA) any transaction contemplated by under this Agreement 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 the Companyany of ▇▇▇▇▇▇ Group and its Subsidiaries, each of the other parties shall reasonably Parties will cooperate with such party him or it and his or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Section 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, audit, proceeding, hearing, investigation, chargeclaim, complaint, claim or demand in connection with (i) any transaction contemplated by 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 the CompanyCompany or any of its Subsidiaries, each of the other parties shall reasonably Parties will cooperate with such party and Party or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 ARTICLE XI Article IX below).

Litigation Support. In the event If and for so long as any party hereto actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated by 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 the CompanyAssets or the Business Units, each of the other parties shall reasonably party will cooperate with such the contesting or defending party and his or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel its personnel, and provide such testimony and access to their its books and records as reasonably shall be reasonably necessary in connection with respect to 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 XI belowas provided elsewhere in this Agreement).

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 claim, or demand in connection with (ia) any transaction contemplated by under this Agreement 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 the CompanySeller, each of the other parties shall reasonably Parties will cooperate with such party the contesting or defending Party and his or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (solely with respect to third party costs) 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 ARTICLE XI belowArticle VII 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 (other than against the other party) in connection with (ia) any transaction contemplated by under this Agreement Agreement, (b) any Purchased Asset or (iic) any fact, situation, circumstance, status, condition, activity, practice, plan, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the CompanySeller, each of the other parties party shall reasonably cooperate with such the contesting or defending party and its counsel in the contest defense or defensecontest, and, subject to reasonable availability and during normal business hours make available their personnel personnel, and provide such testimony and access to their books and records as shall be reasonably 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 ARTICLE XI below)Article 8).

Litigation Support. In the event and for so long as any either party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand third-party Claim in connection with (i) any transaction contemplated by 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 the Seller (and related to the Companies or the Business) or either Company, each the other party will cooperate, upon request of the other parties shall reasonably cooperate party, with such the contesting or defending party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel its personnel, and provide such testimony and access to their its books and records as shall be is 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 ARTICLE XI belowArticle IX).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any actionAction, suit, proceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (i) any transaction contemplated by under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, actionincident, Action, failure to act, or transaction on or prior to the Closing Date involving the CompanyConveyed Assets, each of the other parties shall reasonably party will cooperate with such the contesting or defending party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI Article IX 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 claim, or demand in connection with (i) any transaction contemplated by 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 the CompanyTarget, each of the other parties shall reasonably Parties will cooperate with such party him, her, or it and his, her, or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel his, her, or its personnel, and provide such testimony and access to their his, her, 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article VIII 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 claim, or demand in connection with (i) any transaction contemplated by 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 the CompanyOrion or its Subsidiary, each of the other parties shall reasonably Parties will cooperate with such party him or it and his or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article VIII below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any actionProceeding (other than any in which Buyer, suiton the one hand, proceedingand Sellers, hearingon the other hand, investigationare adverse to each other), charge, complaint, claim or demand in connection with (i) any transaction contemplated by 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 the Company, each of the other parties Parties shall reasonably cooperate with such party it and its counsel in the contest defense or defensecontest, and, subject to reasonable availability and during normal business hours make available their personnel its personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the contest defense or defensecontest, 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 ARTICLE XI below)§8).

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: (ia) any transaction contemplated by this Agreement or of the Contemplated Transactions; 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 the Company, each any of the Company or the Company Subsidiaries, then the other parties party shall reasonably cooperate with such party it and its counsel in the contest defense or defensecontest, and, subject to reasonable availability and during normal business hours 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 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 ARTICLE XI belowSection 12 hereof).

Litigation Support. In the event that 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 (including Tax audits) in connection with (ia) any transaction contemplated by under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the Company, each of the other parties shall reasonably will cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI Article X 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 claim, or demand in connection with (i) any transaction contemplated by 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 the Companyany of LTEL and its Subsidiaries, each of the other parties shall reasonably Parties will cooperate with such party him or it and his or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article VIII below).

Litigation Support. In the event that 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 (including Tax audits) in connection with (ia) any transaction contemplated by under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the Company, each of the other parties shall reasonably cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE Article XI 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 claim, or demand in connection with with: (i) any transaction contemplated by 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 AVIX or the CompanyRelated Companies, each of the other parties shall reasonably Parties will cooperate with such party him, or it and his, or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under pursuant to ARTICLE XI belowVII).

Litigation Support. In the event that 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 (including Tax audits) in connection with (ia) any transaction contemplated by under this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior 44 49 to the Closing Date involving the Company, each of the other parties shall reasonably will cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI 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 (ia) any transaction contemplated by this Agreement 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 the CompanyAcquired Assets, each of the other parties shall reasonably will cooperate with such party and its such party's counsel in the contest or defense, and, subject use commercially reasonable efforts to reasonable availability and during normal business hours make available their personnel personnel, and provide such testimony and access to their books and records as shall reasonably 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 ARTICLE XI belowArticle IX).

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 by this Agreement or (ii) any fact, situation, circumstance, status, event, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other parties shall reasonably cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours 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 ARTICLE XI Article IX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Claim, action, suit, proceeding, hearing, investigation, charge, complaint, claim complaint or demand in connection with (ia) any transaction contemplated by this Agreement 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 the CompanyCompany or the Business, each of the other parties Party shall reasonably cooperate with such party and the contesting or defending Party or its counsel in the contest defence or defensecontest, and, subject to reasonable availability and during normal business hours make available their personnel its personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the contest defence 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 ARTICLE XI belowArticle VII).

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 complaint or demand other Proceeding by any Person not a Party hereto in connection with (i) any transaction contemplated by under this 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 the Company, each of the other parties shall reasonably Parties will cooperate with such party and Party or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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, including entering into a joint defense agreement or confidentiality agreement with respect thereto, 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 ARTICLE XI IX below).

Litigation Support. In the event and for so long as any party either Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with (ia) any transaction contemplated by under this Agreement 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 the Company, each any of the Company and its Subsidiaries, the other parties shall reasonably Party will cooperate with such party the contesting or defending Party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 ARTICLE XI Article VIII 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 (ia) any transaction contemplated by under this Agreement 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 date of the Closing Date involving the Companybusiness sold hereby, each of the other parties shall reasonably party will cooperate with such the contesting or defending party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI belowthis Agreement).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Claim, action, suit, proceeding, hearing, investigation, charge, complaint, claim complaint or demand in connection with with (ia) any transaction contemplated by this Agreement 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 the CompanyVendor or the Autocarz Business, each of the other parties Party shall reasonably cooperate with such party and the contesting or defending Party or its counsel in the contest defence or defensecontest, and, subject to reasonable availability and during normal business hours make available their personnel its personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the contest defence 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 ARTICLE XI belowArticle VII).

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 claim, or demand with third parties in connection with (i) any transaction contemplated by 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 the CompanyHOST or any of its Subsidiaries, each of the other parties shall reasonably Parties will cooperate with such party it and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled Party; provided, that nothing shall require any Party to indemnification therefor under ARTICLE XI below)provide documents subject to attorney-client privilege.

Litigation Support. In the event event, and for so long as 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 the transaction contemplated by under this 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 the Company, each any of the assets acquired hereunder, the other parties shall reasonably party will cooperate with such the contesting or defending party and its counsel in the contest or defensedefense thereof, and, subject to reasonable availability and during normal business hours 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 defensedefense thereof, 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 XI belowthe terms hereof).

Litigation Support. In the event and for so long as any party Party actively ------------------ is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, chargeclaim, complaint, claim or demand in connection with (i) any transaction contemplated by 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 the Company, each of the other parties shall reasonably Parties will, on a reasonable basis, cooperate with such party and Person or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel personnel, and provide such testimony and reasonable access to their books and records during normal business hours 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 except to the extent the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article IX 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 claim, or demand in connection with (i) any transaction contemplated by under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction accruing on or prior to the Closing Date involving the CompanyBusiness or the Purchased Assets, each of the other parties shall reasonably Parties will cooperate with such party it and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article VIII 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 after the Closing in connection with (i) any transaction contemplated by under this Agreement 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 CompanyCompany Group, each of the other parties shall reasonably Parties will cooperate with such party him, her or it and his, her or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI belowArticle IX).

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 claim, or demand in connection with (i) any transaction contemplated by 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 the Company, each of the other parties shall Parties will reasonably cooperate with such party it and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours reasonably make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI belowArticle VIII hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any charge, complaint, action, suit, audit, proceeding, hearing, investigation, chargeclaim, complaint, claim or demand in connection with (i) any transaction contemplated by 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 the CompanyCompany or any Subsidiary, each of the other parties shall reasonably Parties will cooperate with such party and Person or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 ARTICLE XI Article IX below).

Litigation Support. In the event that 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 (including Tax audits) in connection with (ia) any transaction contemplated by under this Agreement 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 either of the CompanyCompanies, each of the other parties shall reasonably cooperate with such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE XI Article VIII 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 claim, or demand in connection with (i) any transaction contemplated by 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 the Company, each of the other parties shall reasonably Parties will cooperate with such party him, her or it and his, her or its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available their personnel 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 Party (unless the contesting or defending party Party is entitled to indemnification therefor under ARTICLE XI Article VIII below).