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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement.

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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party Party is entitled to indemnification therefor therefore under this Agreement.

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: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement).

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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party is entitled to indemnification therefor therefore under this Agreement.

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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Time with respect to the CompanyCompany or the Business, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party Party is entitled to indemnification therefor therefore under this Agreement.

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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving with respect to the CompanyBusiness, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party is entitled to indemnification therefor therefore under 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 or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties parties will cooperate with the contesting or defending Party party and its or his their counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party party (except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand Action in connection with: with (a) any transaction contemplated under this Agreement; the Transactions or (b) any fact, situation, circumstancescircumstance, 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 Parties other Party will cooperate with the contesting or defending such Party and its or his such Party's counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as will be necessary in connection with the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that (unless the contesting or defending party Party or one of its Affiliates is entitled to indemnification therefor under this AgreementARTICLE 9).

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 Litigation in connection with: with (a) any transaction contemplated under this Agreement; , or (b) any fact, situation, circumstancescircumstance, 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 the Subsidiaries, each of the Parties will other parties shall cooperate with the defending or contesting or defending Party party and its or his counsel in the contest defense or defensecontest, all at the sole cost and expense of the defending or contesting party (unless the defending or defending Party except to the extent that the contesting or defending party is otherwise entitled to indemnification therefor under this Agreementfrom the other party).

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: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending party Party is entitled to indemnification therefor under this Agreement).

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: (a) any transaction contemplated under this Agreement; or (b) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement.

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand Action in connection with: with (a) any transaction contemplated under this Agreement; the Transactions or (b) any fact, situation, circumstancescircumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the CompanyBusiness, each of the Parties other Party will cooperate with the contesting or defending such Party and its or his such Party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as will be necessary in connection with the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that (unless the contesting or defending party Party or one of its Affiliates is entitled to indemnification therefor under this AgreementARTICLE 11).

Litigation Support. In the event and for so long as any either Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with: with (ai) any transaction contemplated under this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party (except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement).

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: with (ai) any transaction contemplated under by this Agreement; , or (bii) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the CompanyNEW FAM, each of the Parties will cooperate with the contesting or defending Party and its or his counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party Party, except to the extent that the contesting or defending party is entitled to indemnification therefor under 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 Action or demand other dispute in connection with: with (a) any transaction contemplated under this Agreement; Agreement or (b) any fact, situation, circumstancescircumstance, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the date of the Closing Date involving the Company, each of the Parties parties will cooperate with the contesting or defending Party party and its or his their counsel in the contest or defense, all at the sole cost and expense of the contesting or defending Party party (except to the extent that the contesting or defending party is entitled to indemnification therefor under this Agreement).

Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand Action in connection with: with (a) any transaction contemplated under this Agreement; the Transactions or (b) any fact, situation, circumstancescircumstance, 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 Parties other Party will cooperate with the contesting or defending such Party and its or his such Party's counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as will be necessary in connection with the contest or defense, at the sole cost and expense of the contesting or defending Party except to the extent that (unless the contesting or defending party Party or one of its Affiliates is entitled to indemnification therefor under this AgreementARTICLE VII).

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: with (ai) any transaction contemplated under consummated pursuant to this Agreement; Agreement or any Transaction Agreement or (bii) any fact, situation, circumstances, status, condition, activity, practice, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the CompanyTarget Business, each of the other Parties will cooperate with provide commercially reasonable cooperation to the contesting other or defending Party and its or his counsel in the such contest or defense (including by making available its personnel and providing such testimony and access to its Books and Records as shall be reasonably necessary in connection with such contest or defense), all at the sole cost and expense of the contesting or defending Party except to the extent that (unless the contesting or defending party Party is entitled to indemnification therefor under this AgreementSection 6 and except with respect to the compensation of the other Party’s personnel).