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 claim, demand, action, proceeding, suit or appeal in connection with (a) the transactions contemplated by this Agreement or (b) 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 cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, 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 the provisions of this Agreement).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions contemplated by this Agreement or (b) 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 involving the CompanyCompany and brought by a third party, each of the other parties Party shall cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 10).

Litigation Support. In the event and for so long as any party hereto actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Action from a third party in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 party will cooperate with it the contesting or defending party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 11 hereof).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal proceeding in connection with (ai) the transactions any transaction contemplated by under this Agreement or any other transaction document, or (bii) 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 Companybusiness, each of the other parties shall Party will reasonably cooperate with it the contesting or defending party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementArticle 10 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Proceeding in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 Parties will cooperate with it the contesting or defending Party and its such Party’s counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this Agreement§9 below).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions contemplated by this Agreement or (b) 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 CompanyDate, each of the other parties Party shall cooperate in all reasonable respects with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions Section 11 of this Agreement).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyTarget, each of the other parties Party shall cooperate with it and its counsel in the defense or contest, 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 defense or contest, 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 the provisions of this Agreement§8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 Party will cooperate with it and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementArticle XI hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 Party will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementSection 11 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyHTCC, each of the other parties Party shall cooperate with it and its counsel in the defense or contest, 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 defense or contest, 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 the provisions of this AgreementSection 7 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Proceeding in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyAcquired Assets, each of the other parties shall Party will cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementArticle 7 below).

Litigation Support. In the event If and for so long as any party is actively is contesting or defending against any claim, demand, action, proceedingsuit, suit proceedings, hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions any transaction contemplated by this Agreement Agreement, or (b) 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 or INS, each of the other parties shall party will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Section 11, below; provided, however, that neither party shall charge the provisions of this Agreement)other for its internal personnel costs.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal lawsuit in connection with (ai) the transactions contemplated by this Agreement any Contemplated Transaction or (bii) 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 CompanyVision Centers or the Laboratory, each of the other parties shall Parties will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this Agreement)Party.

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Claim in connection with with: (a) the transactions contemplated by this Agreement Transaction, or (b) 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 Parties will cooperate with it such Party and its counsel in the defense contest or contestdefense, make available their such Party’s 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 defense contest or contestdefense, 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 in accordance with the provisions terms of this Agreement).

Litigation Support. In the event and for so long as any party is actively is contesting or defending against any claimcharge, demandcomplaint, action, suit, proceeding, suit hearing, investigation, claim or appeal demand in connection with (a) the transactions any transaction contemplated by under this Agreement or (b) 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 CompanyDate, each of the other parties shall party will cooperate with it the contesting or defending party and its counsel in the defense contest or contestdefense, make available their personnel, its personnel and provide such testimony and access to their its books and records as shall may be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementSection 10).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyTarget, each of the other parties shall Parties will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records information as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementSection 9).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyBusiness, each of the other parties shall Parties will cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 8 below).

Litigation Support. In the event event, and for so long as as, any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Legal Action in connection with (a) any aspect of the transactions contemplated by this Agreement Transactions or (b) 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 Party will cooperate with it the Party contesting or defending and its counsel in the defense contest or contestdefense, make available their its personnel, and provide such testimony and access to their its books and records as shall will be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this Agreement)ARTICLE 8).

Litigation Support. In the event event, and for so long as as, any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (a) the transactions contemplated by this Agreement or (b) 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 either of the CompanyCompanies, each of the other parties shall Parties will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending party Party (unless provided that the foregoing shall not apply to actions or claims between the Parties or if the contesting or defending party Party is entitled to indemnification therefor under the provisions of this AgreementArticle 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyTICA, each of the other parties Party shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, 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 the provisions of this AgreementArticle 10 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions any transaction contemplated by under this Agreement or (b) 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 Seller, each of the other parties Parties shall cooperate with him or it and his or its counsel in the contest or defense or contest, make available their personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at provided that any reasonable actual, out-of-pocket costs incurred as a result of such cooperation shall be reimbursed to the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under the provisions of this Agreement)cooperating party.

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 party will cooperate with it the other party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 12 above).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions contemplated by this Agreement or (b) 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 involving the CompanySeller, each of the other parties shall cooperate in all reasonable respects with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions Section 11 of this Agreement).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (a) the transactions any transaction contemplated by under this Agreement Agreement; or (b) 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, Slaterdome each of the other parties shall Parties will cooperate with it and such other Party or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementParagraph 8 below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claimthird party action, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions contemplated by this Agreement any Transaction or (bii) 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 CompanyBusiness, each of the other parties shall will reasonably cooperate with it such party and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense; provided, all at the sole cost and expense of however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (unless including its internal costs for the contesting or defending party is entitled to indemnification therefor under the provisions of this Agreementpersonnel providing such assistance).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Litigation in connection with (a) the transactions any transaction contemplated by under this Agreement or (b) 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 any of the CompanyNPS Entities, each of the other parties shall will cooperate with him or it and his or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementSection 7 below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Controversy in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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, each of the other parties shall party will cooperate with it the contesting or defending party and its such party's counsel in the defense contest or contestdefense, 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 defense contest or contest, all defense. 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 the provisions of this Agreement)party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Proceeding, charge, claim, demand, action, proceeding, suit or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 Party shall cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this Agreement§6 herein).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (a) the transactions contemplated by this Agreement or (b) 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 Transfer Date involving the Company, each any of the Assets and/or the Customer Agreements the other parties shall party will cooperate with it the contesting or defending party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this Agreementhereunder).

Litigation Support. In Following the Closing, in the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Proceeding in connection with (ai) the transactions contemplated by this Agreement Contemplated Transactions or (bii) 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 Party, each of the other parties shall Party will reasonably cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 10 below).

Litigation Support. In Following the Closing, in the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Proceeding in connection with the (ai) the transactions contemplated by this Agreement Contemplated Transactions or (bii) 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 Effective Time involving the Companyany Party, each of the other parties shall Parties will reasonably cooperate with it the contesting or defending Party and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementSection 10 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claim, demand, action, proceeding, suit or appeal Claim in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 any of the CompanyCompany and its Subsidiaries, each of the other parties shall Parties will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this Agreement)Party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyDate, each of the other parties shall Parties will cooperate with it and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this Agreementtherefore as described below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanyFurash, each of the other parties shall Party will cooperate with it and its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this Agreement8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions any transaction contemplated by under this Agreement or (b) 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 Party, each of the other parties Parties shall cooperate with him or it and his or its counsel in the contest or defense or contest, make available their personnel, and provide such testimony and access to their its books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, all at provided that any reasonable actual, out-of-pocket costs incurred as a result of such cooperation shall be reimbursed to the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under the provisions of this Agreement)cooperating party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit order or appeal investigation in connection with (ai) the transactions contemplated by under this Agreement or (bii) 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 cooperate with it and such Party or its counsel in the defense contest or contestdefense, 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 defense contest or contestdefense, 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 the provisions of this AgreementArticle IX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (a) the transactions any Transaction contemplated by under this Agreement or (b) 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 CompanyClosing, each of the other parties shall Parties will cooperate with him, her, or it and his, her, or its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their its books and records as shall will be reasonably necessary in connection with the defense or contest, 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 the provisions of this AgreementArticle X).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim, or appeal demand in connection with (ai) the transactions any transaction contemplated by under this Agreement or (bii) 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 CompanySybra, each of the other parties Party shall cooperate with it and its counsel in the defense or contest, 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 defense or contest, all at the sole cost and expense of the contesting or defending party Party (unless except to the extent that the contesting or defending party Party is entitled to indemnification therefor under the provisions of this Agreement[section]8 below).

Litigation Support. In the event and for For so long as any party Party is actively is contesting or defending against any claimaction, demand, actionsuit, proceeding, suit hearing, investigation, charge, complaint, claim or appeal demand after the Closing in connection with (a) the transactions contemplated by this Agreement or (b) 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 CompanyBusiness, each of the other parties shall Parties will cooperate with him, her or it and his, her or its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementArticle IX).

Litigation Support. In the event and for so long as any party actively Person is contesting or defending against any claim, demand, action, proceeding, suit or appeal Legal Proceeding in connection with (a) the transactions any transaction contemplated by this Agreement or (b) 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 CompanyMetrópolis or Proser, each of the other parties shall Parties must use its commercially reasonable efforts to cooperate with it and its counsel in the defense such contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall may be reasonably necessary in connection with the defense such contest or contestdefense, 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 the provisions of this AgreementArticle VIII).

Litigation Support. In the event If and for so long as any party actively is contesting or defending against any claim, demand, action, proceedingsuit, suit proceedings, hearing, investigation, charge, complaint, claim or appeal demand in connection with (a) the transactions any transaction contemplated by this Agreement Agreement, or (b) 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 CompanyADG, each of the other parties shall will cooperate with it each other and its counsel in the defense contest or contestdefense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense contest or contestdefense, 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 the provisions of this AgreementArticle X).