Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as either Party is actively contesting or defending against any third-party Claim 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 Seller, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as 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 IX hereof).

Litigation Support. In the event and for so long as either Party any party is actively contesting or defending against any third-action, investigation, charge, claim, or demand by a third party Claim in connection with 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 involving the Company or the Business with respect to periods prior to the Closing Date involving SellerEffective Time, the other Party will parties shall cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its their respective personnel, and provide such testimony and access to its their respective books and records as is shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the party contesting or defending Party such action, investigation, charge, claim or demand (unless the contesting or defending Party such party is entitled to indemnification therefor under Article IX hereof11).

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim proceeding in connection with (i) any transaction contemplated under this Agreement or any other transaction document, 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 Sellerthe business, the other Party will reasonably cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX hereof10 below).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim 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, plan occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Sellerthe Company and brought by a third party, the other Party will shall cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 IX hereofSection 10).

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim claim, demand, action, proceeding, suit or appeal in connection with (ia) any transaction the transactions contemplated under by this Agreement 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 Sellerthe Company, each of the other Party will parties shall cooperate with the contesting or defending Party it and its counsel in the contest defense or defensecontest, make available its their personnel, and provide such testimony and access to its their books and records as is 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 IX hereofthe provisions of this Agreement).

Litigation Support. In the event and for so long as either any Party is actively contesting or defending against any third-party Claim 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 SellerDate, the other Party will shall cooperate in all reasonable respects with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX hereofSection 11 of this Agreement).

Litigation Support. In the event and for so long as either Party any party hereto actively is actively contesting or defending against any third-Action from a third party Claim 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 Sellerthe Company, the other Party party will cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX Section 11 hereof).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding 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 Sellerthe Company, each of the other Party Parties will cooperate with the contesting or defending Party and its such Party’s counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 IX hereof§9 below).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim 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 Sellerany of the Company and its Subsidiaries, each of the other Party Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as is 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 IX hereof)Party.

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Legal Proceeding 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 Sellerthe Company or any of its Subsidiaries, the other Party will cooperate with the contesting it or defending Party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably shall be necessary in connection with the contest or defense, all at the sole cost and expense (with respect to out-of-pocket costs and expenses) of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Article IX hereof7 or Article 8 above).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim 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 SellerDate, the other Party Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably 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 IX hereoftherefore as described below).

Litigation Support. In the event and for so long as either any Party is actively contesting or defending against any third-party Claim 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, plan occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, the other Party will parties shall cooperate in all reasonable respects with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX hereofSection 11 of this Agreement).

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim Litigation in connection with (ia) any transaction contemplated 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 Sellerany of the NPS Entities, each of the other Party parties will cooperate with the contesting him or defending Party it and his or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably 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 Article IX hereofSection 7 below).

Litigation Support. In the event event, and for so long as either Party as, any party actively is actively contesting or defending against any third-party Claim Proceeding in connection with (ia) any transaction contemplated under this Agreement aspect 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 Sellerthe Company, the other Party parties will cooperate with the party contesting or defending Party and its counsel in the contest or defenseProceeding, make available its personnel, and provide such testimony and access to its books and records as is reasonably will 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 under Article IX hereofhereunder).

Litigation Support. In the event and for so long as either any Party is actively contesting or defending against any third-party Claim 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 Seller, the other Party Parties will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as 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 IX hereof).

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim Actions of third parties after the Closing in connection with (ia) any transaction contemplated under by this Agreement or the Ancillary Agreements or (iib) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to or after the Closing Date involving Sellerthe Company, each of the other Party will parties shall cooperate with the contesting or defending Party and its counsel in the contest defense or defensecontest, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably shall be 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 IX hereofSection 10 below).

Litigation Support. In Following the Closing, in the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding in connection with (i) any transaction contemplated under this Agreement the Contemplated Transactions 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 Sellerany Party, the other Party will reasonably cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 Article IX hereofSection 10 below).

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim Controversy 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, act or transaction on or prior to the Closing Date involving Sellerthe Assets, the other Party party will cooperate with the contesting or defending Party party and its such party's counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably shall be necessary in connection with the contest or defense, all . Costs of counsel to the other party shall be 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 IX hereof)party.

Litigation Support. In the event and for so long as either Party any party actively is actively contesting or defending against any third-party Claim Actions of third parties after the Closing in connection with (ia) any transaction contemplated under by this Agreement or the Ancillary Agreements or (iib) any fact, situation, circumstancecircumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving Sellerthe Company, each of the other Party will parties shall cooperate with the contesting or defending Party and its counsel in the contest defense or defensecontest, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably shall be 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 IX hereofSection 7 below).

Litigation Support. In the event and for so long as either Party any party hereto actively is actively contesting or defending against any third-Proceeding from a third party Claim in connection with (i) any transaction contemplated under this Agreement Contemplated Transaction 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 SellerArgosy, the other Party party will cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX hereofhereunder).

Litigation Support. In the event event, and for so long as either as, any Party actively is actively contesting or defending against any third-party Claim 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 Sellereither of the Companies, each of the other Party Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as is reasonably shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless provided that the foregoing shall not apply to actions or claims between the Parties or if the contesting or defending Party is entitled to indemnification therefor under Article IX hereof8 below).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding or demand in connection with (ia) any transaction contemplated under by this Agreement 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 Sellerany Company, each of the other Party Parties will cooperate with the contesting such Party or defending Party and its counsel in the contest or defense, make available its personneltheir personnel upon reasonable notice, and provide such testimony and access to its their books and records upon reasonable notice as is reasonably 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 Article IX hereofthis Agreement).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim action, suit, proceeding, order or investigation in connection with (i) any transaction the transactions contemplated 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 Sellerthe Company, each of the other Party Parties will cooperate with the contesting such Party or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 IX hereofbelow).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding 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 Sellerthe Acquired Assets, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 IX hereof7 below).

Litigation Support. In the event and for so long as either any Party is actively contesting or defending against any third-party Claim in connection with with: (ia) any transaction contemplated under this Agreement the Transaction, 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 Sellerthe Company, each of the other Party Parties will cooperate with the contesting or defending such Party and its counsel in the contest or defense, make available its such Party’s personnel, and provide such testimony and access to his, her, or its books and records as is reasonably 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 IX hereofin accordance with the terms of this Agreement).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding, charge, 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 Sellerthe Company, the other Party will shall cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 IX hereof§6 herein).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim 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 SellerTarget, each of the other Party Parties will cooperate with the contesting or defending Party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its books and records information as is 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 IX hereofSection 9).

Litigation Support. In the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Action (in each case against a third party) in connection with with: (i) any transaction contemplated under this Agreement Agreement; or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, actionAction, failure to act, or transaction on or prior to the Closing Date involving Sellerthe Sellers Operations, the other Party will reasonably cooperate with the contesting or defending Party and its counsel in the contest or defense, make by making available its personnel, relevant personnel (if any) and provide such testimony and access to its relevant books and records (if any) as is reasonably shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless Party; provided, however, that, Sellers shall only be required to provide such cooperation to the contesting or defending Party is entitled to indemnification therefor under Article IX hereof)Buyer for a period of 90 days following the Closing.

Litigation Support. In Following the Closing, in the event and for so long as either any Party actively is actively contesting or defending against any third-party Claim Proceeding in connection with the (i) any transaction contemplated under this Agreement Contemplated Transactions or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, plan occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date Effective Time involving Sellerany Party, each of the other Party Parties will reasonably cooperate with the contesting or defending Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is reasonably 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 Article IX hereofSection 10 below).

Litigation Support. In the event and for so long as either any Party to this Agreement actively is actively contesting or defending against any third-party Claim Action 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 SellerSellers, each of the other Party Parties will cooperate with the contesting or defending Party party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as is 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 IX hereof7 below).