Common use of Cooperation in Defense Clause in Contracts

Cooperation in Defense. The Capital Official agrees to cooperate in the defense of any action for which indemnification is sought under Section 5.13(b) of the Merger Agreement. Such cooperation shall include, but not be limited to, providing Acquiror and its counsel copies of any and all relevant documents relating to the claim, consulting with Acquiror and its counsel with regard to the claim, providing testimony, either in deposition or at trial or both, regarding the facts relating to the claim, making himself available at reasonable times for consultation, testimony and fact-finding and otherwise furnishing such information to Acquiror and its counsel as the Capital Official would provide to his own counsel in the event he were defending the action himself. Except as expressly permitted by Acquiror, the Capital Official shall not object to the production or use of any documents heretofore prepared by or of information provided to Acquiror legal counsel on the basis of any claim of privilege that is available only to Capital or Acquiror; provided, however, that Acquiror agrees that it will not, without the consent of the Capital Official, waive any applicable privilege of the Capital Official. Such cooperation shall be provided regardless of whether Acquiror assumes the defense of the action.