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

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 6 contracts

Samples: Contribution and Distribution Agreement (Zimmer Holdings Inc), Contribution and Distribution Agreement (Allergan Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc)

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Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partythe other Party, each party hereto Party shall use its reasonable efforts to make available to each the other partyParty, 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 that 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 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. The requesting party shall Party shall, except as otherwise required by Article VII, bear all costs and expenses in connection therewith.

Appears in 6 contracts

Samples: Separation Agreement (Altisource Asset Management Corp), Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Asset Management Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use exercise its reasonable best 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 5 contracts

Samples: Separation Agreement (DSP Group Inc /De/), Separation Agreement (Ceva Inc), Separation Agreement (Ceva Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one party Party against another partyParty, each party hereto of GE and the Company shall use its reasonable efforts to make available to each other partyParty, 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 Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunderunder the Transaction Documents. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 5 contracts

Samples: Stockholders Agreement (Baker Hughes a GE Co), Limited Liability Company Agreement (General Electric Co), Stockholders Agreement (BAKER HUGHES a GE Co LLC)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its commercially reasonable efforts to make available to each the 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Indemnification and Release Agreement (Civeo Corp), Indemnification and Release Agreement (Phillips 66), Indemnification and Release Agreement (Phillips 66)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partythe other Party, each party hereto Party shall use its reasonable efforts to make available to each the other partyParty, 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 that 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 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. The requesting party shall Party shall, except as otherwise required by Article VI, bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one party Party against another partyParty, each party hereto of Xxxxxxx and the Company shall use its reasonable efforts to make available to each other partyParty, 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 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Emersub CX, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Closing Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its 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 or IP Application in which the requesting party may from time to time be involved, regardless of whether such Action or IP Application is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Master Agreement (Genworth Financial Inc), Master Agreement (Genworth Financial Inc), Master Agreement (Genworth Financial Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one party against another party, each party hereto shall use its reasonable efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, employees and other personnel and agents Representatives of the members of its respective Group 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, employees and other personnel and agentsRepresentatives) 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 hereunderunder this Agreement. The requesting party shall bear all out-of-pocket costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Lumentum Holdings Inc.), Separation and Distribution Agreement (Viavi Solutions Inc.), Contribution and Distribution Agreement (Lumentum Holdings Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one party Party against another partyParty, each party Party hereto shall use its commercially reasonable efforts to make available to each other partyParty, 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 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. The requesting party Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Communications Sales & Leasing, Inc.), Separation and Distribution Agreement (Four Corners Property Trust, Inc.), Separation and Distribution Agreement (Four Corners Property Trust, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one party Party against another partyParty, each party hereto member of Amneal Group and the Company shall use its reasonable best efforts to make available to each other partyParty, 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 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Impax Laboratories Inc), Stockholders Agreement (Amneal Pharmaceuticals, Inc.), Stockholders Agreement (Impax Laboratories Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Closing Date, except in the case of an adversarial Action by one party against another party, each party hereto 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Master Separation and Distribution Agreement (Pc Mall Inc), Master Separation and Distribution Agreement (Ecost Com Inc), Master Separation and Distribution Agreement (Ecost Com Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partythe other Party, each party hereto Party shall use its reasonable best efforts to make available to each the other partyParty, 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 that 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 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. The requesting party shall Party shall, except as otherwise required by Article V, bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Brinks Co), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)

Production of Witnesses; Records; Cooperation. (ai) After the Distribution Closing Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its reasonable best 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 organization as witnesses and any books, records or other documents within its control or which that 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 hereunderunder this Agreement. The requesting party shall bear all costs and expenses (including allocated costs of in-house counsel and other personnel) in connection therewithwith complying with the request.

Appears in 3 contracts

Samples: Separation Agreement (Medaphis Corp), Separation Agreement (Healthcare Recoveries Inc), Separation Agreement (Healthcare Recoveries Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one party against another party, each party hereto shall use its reasonable efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, employees and other personnel and agents Representatives of the members of its respective Group 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, employees and other personnel and agentsRepresentatives) 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 hereunderunder this Agreement. The requesting party shall bear all out-of-pocket costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Keysight Technologies, Inc.), Separation and Distribution Agreement (Keysight Technologies, Inc.), Separation and Distribution Agreement (Agilent Technologies Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateEffective Time, except in the case of an adversarial Action by one party against another party, each party hereto 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. The requesting party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.), Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.), Separation and Distribution Agreement (Gaming & Leisure Properties, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its reasonable best 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Mod Pac Corp), Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partythe other Party, each party hereto Party shall use its reasonable efforts to make available to each the other partyParty, 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 that 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 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. The requesting party shall Party shall, except as otherwise required by Article V, bear all costs and expenses in connection therewith.

Appears in 3 contracts

Samples: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Ocwen Financial Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution DateClosing, except in the case of an adversarial Action by one party Party against another partyParty, each party Party hereto shall use its commercially reasonable efforts to make available to each other partyParty, 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 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 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. The requesting party Party shall bear all out-of-pocket costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Transaction Agreement (Atlas Pipeline Holdings, L.P.), Transaction Agreement (Atlas Energy, Inc.)

Production of Witnesses; Records; Cooperation. (a) After From and after the Distribution DateEffective Time, except in the case of an adversarial Action by one party Party against another partyParty, each party hereto Party shall use its commercially reasonable efforts to make available to each other partyParty, 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 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 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. The requesting party Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Master Contribution Agreement (MGM Growth Properties LLC), Master Contribution Agreement (MGM Growth Properties LLC)

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Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action by one party Party against another partyParty, each party hereto of Emerson and the Company shall use its reasonable efforts to make available to each other partyParty, 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 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Stockholders Agreement (Emerson Electric Co)

Production of Witnesses; Records; Cooperation. (a) After Subject to Section 6.7, after the Distribution DateEffective Time, except in the case of an adversarial Action suit or proceeding by one party Party against another partyParty, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, 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 suit or proceeding in which the requesting party Party may from time to time be involved, regardless of whether such Action is suit or proceeding involves a matter with respect to which indemnification may be sought hereunder. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Navient Corp), Separation and Distribution Agreement (SLM Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Effective Date, except in the case of an adversarial Action by one party Party against another partyParty, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records 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, managers, other personnel and agents) or books, records Records or other documents may reasonably be required in connection with any Action in which the requesting party 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation Agreement (Venator Materials PLC), Separation Agreement (Venator Materials PLC)

Production of Witnesses; Records; Cooperation. (ah) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partythe other Party, each party hereto Party shall use its reasonable efforts to make available to each the other partyParty, 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 that 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 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. The requesting party shall Party shall, except as otherwise required by Article VI, bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Separation Agreement (NorthStar Asset Management Group Inc.), Separation Agreement (NorthStar Asset Management Group Inc.)

Production of Witnesses; Records; Cooperation. (a) After During the Distribution DateRetention Period, and except in the case of an adversarial Action a legal or other proceeding by one party Party against another partythe other Party, each party Party hereto shall use its commercially reasonable efforts to make available to each other partyParty, upon 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 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 legal, administrative or other proceeding in which the requesting party 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 2 contracts

Samples: Master Transaction Agreement (Mobileye Global Inc.), Master Transaction Agreement (Mobileye Global Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partyParty, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records 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, managers, other personnel and agents) or books, records Records or other documents may reasonably be required in connection with any Action in which the requesting party 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Separation and Distribution Agreement (California Resources Corp)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Effective Date, except in the case of an adversarial Action by one party Party against another partythe other Party pursuant to Section 8.2, each party hereto Party shall use its take all reasonable efforts steps to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, other personnel officers and agents employees of the members Members of its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or which that it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, officers and employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action (including preparation for such Action) in which the requesting party 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. The requesting party Party shall bear all reasonable costs and expenses in connection therewith.

Appears in 1 contract

Samples: Framework Agreement (Goodyear Tire & Rubber Co /Oh/)

Production of Witnesses; Records; Cooperation. (a) After the Distribution IPO Closing Date, except in the case of an adversarial Action by one party against another party, each party hereto 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Separation and Distribution Agreement (SunCoke Energy, Inc.)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except Except in the case of an adversarial Action a legal or other proceeding by one party Party against another partythe other Party, each party Party hereto shall use its reasonable best efforts to make available to each other partyParty, upon 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 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 legal, administrative or other proceeding in which the requesting party 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Master Transaction Agreement (Classmates Media CORP)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action by one party against another party, each party hereto shall use its commercially reasonable efforts to make available to each the other party, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records 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, managers, other personnel and agents) or books, records 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Separation and Distribution Agreement (California Resources Corp)

Production of Witnesses; Records; Cooperation. (af) After the Distribution Date, except in the case of an adversarial Action by one party Party against another partyParty, each party hereto Party shall use its commercially reasonable efforts to make available to each the other partyParty, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of the members of its respective Group as witnesses and any books, records 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, managers, other personnel and agents) or books, records Records or other documents may reasonably be required in connection with any Action in which the requesting party 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. The requesting party Party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Occidental Petroleum Corp /De/)

Production of Witnesses; Records; Cooperation. (a) After the Distribution Date, except in the case of an adversarial Action a legal or other proceeding by one party against another party, each party hereto shall use its reasonable commercial 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 such party 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 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. The requesting party shall bear all costs and expenses in connection therewith.

Appears in 1 contract

Samples: Master Transaction Agreement (McData Corp)

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