Cooperation for Litigation Clause Samples

The Cooperation for Litigation clause requires parties to assist each other in legal proceedings related to the agreement or its subject matter. In practice, this may involve providing documents, testimony, or other support necessary for the effective handling of lawsuits, regulatory inquiries, or disputes. By establishing a clear obligation to cooperate, this clause ensures that both parties can adequately defend their interests and respond to legal challenges, reducing the risk of non-cooperation hindering the resolution of legal matters.
Cooperation for Litigation and Other Actions 20 6.5 Retention of and Access to Books and Records 20 6.6 Tanks Under Construction 21 6.7 NYSE 21 ARTICLE VII INDEMNIFICATION 21 7.1 Indemnification 21 7.2 Defense of Third-Party Claims 21 7.3 Direct Claims 22 7.4 Limitations 23 7.5 Remedies Under Ancillary Documents 23 7.6 Tax Related Adjustments and Tax Reporting of Transactions 23 7.7 Express Negligence Rule 24 ARTICLE VIII MISCELLANEOUS 24 8.1 WAIVERS AND DISCLAIMERS 24 8.2 Expenses 25 8.3 Notices 25 8.4 Severability 26 8.5 Governing Law 26 8.6 Confidentiality 26 8.7 Parties in Interest 27 8.8 Assignment of Agreement 27 8.9 Captions 27 8.10 Counterparts 27 8.11 Integration 28 8.12 Amendment; Waiver 28 ARTICLE IX INTERPRETATION 28 9.1 Interpretation 28 9.2 References, Gender, Number 29 Exhibit A — Amended and Restated Omnibus Agreement Schedules Exhibit B — Terminaling Services Schedule (Houston Terminal) Exhibit C — Terminaling Services Schedule (St. ▇▇▇▇▇▇▇ Terminal) Exhibit D-1 — Houston Lease Agreement Exhibit D-2 — St. ▇▇▇▇▇▇▇ Lease Agreement Exhibit E — Assignment Document Exhibit F — Amended and Restated Services and Secondment Agreement Exhibit G — Intercompany Loan Agreement Exhibit H-2 — St. ▇▇▇▇▇▇▇ Assignment THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into on March 1, 2015, by and among Valero Refining-New Orleans, L.L.C., a Delaware limited liability company (“VRNO”), Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC” and, together with VRNO, the “Contributors”), and Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
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Cooperation for Litigation. In addition to the rights and obligations of the parties as set forth in Article III and Sections 8.4 and 8.7 herein, KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with such other party’s investigation, litigation, defense and/or settlement of any claim by or against any Third Party or Governmental Authority relating to or arising out of the KBR Business or the Halliburton Business, as applicable, other than with respect to a dispute subject to Article VII brought by one party against another party; provided, however, that nothing in this Section 8.16 shall be interpreted to limit or qualify in any respect the parties’ additional cooperation obligations with respect to the FCPA Subject Matters, the Barracuda-Caratinga Bolts Matter and the Antitrust Matters, as set forth in Sections 3.4, 3.5 and 8.15, respectively.
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Cooperation for Litigation. Each party hereto shall provide to each of the other parties hereto such cooperation, assistance and information as may be necessary or desirable in contesting, negotiating or otherwise dealing with any claim, demand or litigations which arises from facts, situations, circumstances or any matter which arose and/or existed prior to the Closing Date.
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Cooperation for Litigation. 122 10.3 Affiliate Indebtedness . . . . . . . . . . . . . . . 122 10.4
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Related to Cooperation for Litigation

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Notice of Legal Matter or Litigation Grantee will send notice to the Substance Use Disorder (SUD) email box, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇.▇▇.▇▇ of any litigation or legal matter related to or affecting this Contract within seven (7) calendar days of becoming aware of the litigation or legal matter.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.