Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its Subsidiaries, each of the other parties shall cooperate with him, her, or it and his, her, or its counsel in the defense or contest, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesTarget, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefore under §8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its Subsidiariespredecessor, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 11 below).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Company Seller or any of its SubsidiariesSubsidiary, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the defense contest or contestdefense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ia) any transaction contemplated under this Agreement Agreement, or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesSeller, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the defense contest or contestdefense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall will be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or the other Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 above).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, each of the other parties Parties shall cooperate with him, her, her or it and his, her, her or its counsel in the defense or contest, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.Party

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesSellers, each of the other parties shall will cooperate reasonably with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigationInvestigation, charge, 26 Form 8-K, Exhibit 2 complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any Buyer (including by operation of its Subsidiarieslaw the Target), each of the other parties shall Parties will cooperate with him, her, him or it and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its their books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any party Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesSeller, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his 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 partyParty (unless the contesting or defending Party is entitled to indemnification therefore under (S)8 below).

Litigation Support. In the event and for so long as any party Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction which occurred on or prior to the Closing Date involving any of the Company or any of and its Subsidiaries, each of the other parties shall Parties will cooperate with him, her, him or it and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 partyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S) 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (ia) any transaction contemplated under this Agreement Agreement; or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification pursuant to this Agreement.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving PII or the Company or any of its SubsidiariesStockholder, each of the other parties shall Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S) 8 below).

Litigation Support. In the event and for so long as any party Party ------------------ actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of Target and its Subsidiaries, each of the other parties Parties shall cooperate with him, her, or it and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its their books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Sec.8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this the Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesTarget, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, her or its counsel in the defense contest or contestdefense, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under §9 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company Seller or any of its SubsidiariesCOMSAT, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of PNW, Holdings, WestCoast and its Subsidiaries, each of the other parties shall Parties will cooperate with him, her, him or it and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its their books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand not involving one Party or the Company claiming against another Party or the Company, in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, each of the other parties shall Parties will cooperate with him, her, him or it and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its their books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesTarget, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 6 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its Subsidiariesthe Stockholders, each of the other parties shall Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S) 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesTarget, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Article VIII below).

Litigation Support. In the event and for so as long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (excluding any dispute between I-trax and another Party) in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesProFitness, each of the other parties shall Parties will cooperate with him, her, her or it and his, her, her or its counsel in the defense contest or contestdefense, make available his, her, or its their personnel, and provide such testimony and access to his, her, or its 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 partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 9 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this the Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company Sellers or any of its Subsidiariesthe Business, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, or its counsel in the defense contest or contestdefense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompanies, each of the other parties Parties shall cooperate with him, her, her or it and his, her, her or its counsel in the defense or contest, make available his, her, her or its personnel, and provide such testimony and access to his, her, her or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefore under Section 10).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction that accrued or existed on or prior to the Closing Date involving the Company Selman Systems or any of its xxx Subsidiaries, each of the other parties shall will cooperate with him, her, her or it (and his, her, her or its counsel counsel) in the defense contest or contestdefense, make available his, her, or its personnel, their personnel and provide such testimony and access to his, her, or its their books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyparty (unless the contesting or defending party is entitled to indemnification therefor under Section 7.16).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company Surviving Corporation or any of its SubsidiariesStockholder, each of the other parties shall Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S) 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date Effective Time involving the Company or any of its SubsidiariesCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company AHS or any of its Subsidiaries, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company Seller, Target or any of its Subsidiaries, each of the other parties Parties shall cooperate with him, her, or it and his, her, or its counsel in the defense or contest, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending partyParty.

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesSeller, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under §9 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company Surviving Corporation or any of its SubsidiariesShareholder, each of the other parties shall Parties will reasonably cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S) 7 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall will be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).

Litigation Support. In the event and for so long as any party Party is actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesCompany, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearingbearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company tego, CH or any of its Subsidiaries, each of the other parties Parties shall cooperate with him, her, him or it and his, her, his or its counsel in the defense or contest, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefore under §8 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesSGM, 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 his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this the Asset Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or any of its SubsidiariesTarget, each of the other parties shall Parties will cooperate with him, her, the contesting or it defending Party and his, her, his or its counsel in the defense contest or contestdefense, make available his, her, his or its personnel, and provide such testimony and access to his, her, his or its books and records as shall be necessary in connection with the defense contest or contestdefense, all at the sole cost and expense of the contesting or defending partyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.4 below).