Common use of Production of Witnesses; Records; Cooperation Clause in Contracts

Production of Witnesses; Records; Cooperation. (a) After the TCEH Effective Date, except in the case of an adversarial Action by one Party against another Party, each Party shall use its commercially reasonable efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder; provided, that no such access shall unreasonably interfere with the ongoing operations of such Party and its Subsidiaries; provided, further, that no Party shall be required to make available to the requesting Party any such persons or materials if doing so could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege held by such Party provided, further, that, as applicable, the Party making such assertion shall, to the extent permitted by applicable Law, provide notice to the receiving party that any Information is being withheld pursuant to this proviso and the Parties shall use their respective commercially reasonable efforts to find a mutually agreeable solution to any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Parties. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Production of Witnesses; Records; Cooperation. (a) After the TCEH Effective Date, except in In the case of an adversarial Action by a legal or other proceeding between one Party against another Partyand a third party relating to the Business, Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries, Licensed Business Intellectual Property Rights, Licensed Business Technology, Assumed Liabilities, Excluded Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Transaction Documents, each Party shall use its commercially reasonable commercial efforts to make available to each the other PartyParty (and Seller Parties shall use their commercially reasonable efforts to cause Angel to make available to Purchaser), upon written request, the formerformer (to the extent practicable), current (to the extent practicable) and future directors, officers, employees, other personnel and agents of the members of its respective Group such Party (or Angel) as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make availableavailable (other than materials covered by the attorney-client privilege), to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such Action legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder; provided, that no such access shall unreasonably interfere with the ongoing operations of such Party and its Subsidiaries; provided, further, that no Party shall be required to make available to the requesting Party any such persons or materials if doing so could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege held by such Party provided, further, that, as applicable, the Party making such assertion shall, to the extent permitted by applicable Law, provide notice to the receiving party that any Information is being withheld pursuant to this proviso and the Parties shall use their respective commercially reasonable efforts to find a mutually agreeable solution to any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Parties. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewithwith the foregoing. The foregoing shall not limit any of rights of the Parties in respect of the foregoing under Section 9.4.

Production of Witnesses; Records; Cooperation. (a) After the TCEH Effective DateTime, except in the case of a Dispute between Parent and SpinCo or an adversarial Action by one SpinCo or Parent (or any member of their respective Groups) against the other Party against another Party(or any member of its Group), or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to each the other Party, upon reasonable written request, the former, current and future directors, officers, employees, other personnel personnel, other Representatives (excluding Affiliates of Parent that are not members of the Parent Group) and agents of the members of its respective Group (to the extent practicable) as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make availableavailable without undue burden, to the extent (i) that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunderhereunder and (ii) there is no legal conflict in the Action between the requesting Party and the requested Party (or any member of their respective Groups) if they are both parties to or involved in the same Action; provided, that no in the event any such access to requested books, records or other documents would violate any Law or, subject to Section 6.8, would reasonably be expected to result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, the non-requesting Party shall unreasonably interfere with not be required to provide such books, records or other documents to the ongoing operations of such Party and its Subsidiariesrequesting Party; provided, further, that no Party (x) Parent shall not be required obligated to make available to the requesting Party SpinCo any such persons former officers or materials if doing so could be commercially detrimental, violate any Law employees of Parent that were former officers or agreement, or waive any attorney-client privilege held by such Party provided, further, that, as applicable, the Party making such assertion shall, employees of Parent prior to the extent permitted by applicable Law, provide notice Effective Time and (y) the obligations of SpinCo under this Section 6.7(a) shall be deemed to the receiving party that any Information is being withheld pursuant to this proviso and the Parties shall use their respective include using commercially reasonable efforts to find a mutually agreeable solution make available to any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed Parent the former officers and executed between employees of the applicable PartiesParent Group. The requesting Party shall bear all the reasonable out-of-pocket and documented costs and expenses in connection therewiththerewith upon presentation of invoices therefor (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses).

Production of Witnesses; Records; Cooperation. (a) After the TCEH Effective Date, except in In the case of an adversarial a legal, administrative or other proceeding or Action by between one Party against another Partyand a third party relating to the Transferred Assets, the Assumed Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Ancillary Agreements, each Party shall use its commercially reasonable efforts to make available to each the other PartyParties, upon reasonable written request, the formerformer (to the extent practicable), current (to the extent practicable) and future directors, officers, employees, other personnel and agents of the members of its respective Group such Party as witnesses witnesses, and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involvedsuch legal, regardless of administrative or other proceeding or Action, whether such legal, administrative or other proceeding or Action is a matter with respect to which indemnification may be sought hereunder; provided, that no such access shall unreasonably interfere with the ongoing operations of such Party and its Subsidiaries; provided, furtherhowever, that no Party shall be required to make available provide access to the requesting Party any or disclose information where such persons access or materials if doing so could be commercially detrimental, disclosure would violate any Law or agreementContract, or waive any attorney-client privilege held by such or disclose competitively sensitive information, and each Party provided, further, that, as applicable, the Party making such assertion shall, may redact information regarding itself or its Affiliates or otherwise not relating to the extent permitted by applicable Lawother Parties and their respective Affiliates, provide notice and, in the event such provision of information could reasonably be expected to the receiving party that violate any Information is being withheld pursuant to this proviso and Law or Contract, waive any attorney-client privilege or disclose competitively sensitive information, the Parties shall use their respective commercially take all reasonable efforts measures to find permit the compliance with such obligations in a mutually agreeable solution to manner that avoids any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Partiesharm or consequence. The Such requesting Party shall bear all reasonable out-of-out of pocket costs and expenses in connection therewithwith the foregoing (unless an Indemnified Party is entitled to indemnification therefor under ARTICLE IX, in which case the costs and expense shall be borne by the Indemnitor as set forth in ARTICLE IX). The foregoing shall not limit any of the rights of the Parties in respect of the foregoing under ARTICLE IX.

Production of Witnesses; Records; Cooperation. (a) After the TCEH Effective Date, except in In the case of an adversarial a pending or threatened Action by between one Party against another Partyparty and a third party relating to the Business, the Transferred Assets, the Assumed Liabilities, this Agreement (including any matters subject to indemnification hereunder) or the transactions contemplated hereby, or any other Ancillary Agreements, each Party party hereto shall use its commercially reasonable efforts to make available to each the other Partyparty, upon reasonable written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group such party as witnesses witnesses, and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) Person or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunderpending or threatened Action; provided, that no such access shall unreasonably interfere with the ongoing operations of such Party and its Subsidiaries; provided, furtherhowever, that no Party party hereto shall be required to make available provide access to the requesting Party any or disclose information where such persons access or materials if doing so could be commercially detrimental, disclosure would violate any Law or agreement, or waive any attorney-client privilege held by or disclose competitively sensitive information, and, in the event such Party providedprovision of information could reasonably be expected to violate any Law or agreement, further, that, as applicable, waive any attorney-client privilege or disclose competitively sensitive information the Party making parties hereto shall take all reasonable measures to permit the compliance with such assertion shall, to the extent permitted by applicable Law, provide notice to the receiving party obligations in a manner that any Information is being withheld pursuant to this proviso and the Parties shall use their respective commercially reasonable efforts to find a mutually agreeable solution to avoids any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Partiesharm or consequence. The requesting Party party shall bear all reasonable out-of-out of pocket costs and expenses in connection therewithwith the foregoing (unless an Indemnified Party is entitled to indemnification therefor under ‎Article VIII, in which case the costs and expense shall be borne by the Indemnitor as set forth in ‎Article VIII). The foregoing shall not limit any of the rights of the parties hereto under ‎Article VIII.