Common use of Witness Services Clause in Contracts

Witness Services. At all times from and after the Distribution Date, each of the Corporation and New D&B shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation or New D&B as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 6 contracts

Samples: Distribution Agreement (New Dun & Bradstreet Corp), Distribution Agreement (New Dun & Bradstreet Corp), Distribution Agreement (New D&b Corp)

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Witness Services. At all times from and after the Distribution Date, each of the Corporation and New D&B IMS HEALTH shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation or New D&B IMS HEALTH as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 5 contracts

Samples: Distribution Agreement (Nielsen Media Research Inc), Distribution Agreement (Ims Health Inc), Distribution Agreement (Ims Health Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation IMS and New D&B ST shall use their its commercially reasonable best efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' ’ officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation IMS or New D&B ST as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 2 contracts

Samples: Distribution Agreement, Distribution Agreement (Dendrite International Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation and New D&B shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the 31 28 requesting party and the Corporation or New D&B as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 2 contracts

Samples: Distribution Agreement (New D&b Corp), Distribution Agreement (New D&b Corp)

Witness Services. At all times from and after the Distribution Date, each of the Corporation and New D&B shall Harrxx xxx Lanixx xxxll use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation or New D&B as Harrxx xxx Lanixx, xx applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 2 contracts

Samples: Agreement and Plan of Distribution (Lanier Worldwide Inc), Agreement and Plan of Distribution (Lanier Worldwide Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation CPC and New D&B Corn Products shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' then current officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation CPC or New D&B Corn Products, as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 2 contracts

Samples: Distribution Agreement (Corn Products International Inc), Form of Distribution Agreement (Corn Products International Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation IMS and New D&B ST shall use their its commercially reasonable best efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation IMS or New D&B ST as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 1 contract

Samples: Distribution Agreement (Ims Health Inc)

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Witness Services. At all times from and after the Distribution Date, each of the Corporation IMS and New D&B ST shall use their commercially reasonable best efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation IMS or New D&B ST as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 1 contract

Samples: Distribution Agreement (Synavant Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation and New D&B Bevexxx xxx NBHI shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (ia) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (iib) there is no conflict of interest in the Action between the requesting party and the Corporation or New D&B Bevexxx xx NBHI, as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall be deemed to exclude the and direct costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 1 contract

Samples: Agreement and Plan of Distribution (Beverly Enterprises Inc /De/)

Witness Services. At all times from and after the Distribution Date, each of the Corporation IMS and New D&B ST shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation IMS or New D&B ST as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 1 contract

Samples: Distribution Agreement (Synavant Inc)

Witness Services. At all times from and after the Distribution Date, each of the Corporation USI and New D&B LCA shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and the Corporation USI or New D&B LCA as applicable. A party providing witness services to the other party under this Section 2.8 shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

Appears in 1 contract

Samples: Distribution and Indemnification Agreement (Lca Corp)

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