Common use of Cooperation in Third-Party Litigation Clause in Contracts

Cooperation in Third-Party Litigation. (a) After the Closing, Seller and Stockholders shall provide such cooperation as Parent and Purchaser or their counsel may reasonably request in connection with: (i) any proceedings related to the Business; (ii) Seller's conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Purchaser is a party; or (iii) any proceedings for which Parent and Purchaser is entitled to indemnification from Seller (or the Stockholders) under Section 12.01. Such cooperation shall include, but not be limited to, making employees of Seller or Stockholders available upon the reasonable request and at the expense of Purchaser or its counsel to consult with and assist Parent and Purchaser and their counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree that after the Closing, they shall provide such cooperation as Seller, Stockholders or their counsel may reasonably request in connection with: (i) any proceedings relating to the Business which are hereafter pending or threatened and to which Seller is a party; and (ii) any proceedings for which Seller or any Stockholder is entitled to indemnification from Parent and Purchaser under Section 12.02 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser available upon the reasonable request and at the expense of Seller, Stockholders or their counsel to consult with and assist Seller, Stockholders and their counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) The provisions of this Section 9.03 are not intended to conflict with, and shall not override the other provisions of this Agreement.

Cooperation in Third-Party Litigation. (a) After the Closing, the Seller and Stockholders shall provide such cooperation as Parent and Purchaser the Buyer or their its counsel may reasonably request in connection with: with (i) any proceedings related to the BusinessBusiness other than the Excluded Assets or the Excluded Obligations; (ii) the Seller's conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Purchaser the Buyer is a party; or , (iii) any proceedings for which Parent and Purchaser the Seller is entitled to indemnification from Seller (or the Stockholders) Buyer under Section 12.01__. Such cooperation shall include, but not be limited to, making employees of the Seller or Stockholders available upon the reasonable request and at the expense of Purchaser the Buyer or its counsel to consult with and assist Parent the Buyer and Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree The Buyer agrees that after the Closing, they the Buyer shall provide such cooperation as Seller, Stockholders the Seller or their its counsel may reasonably request in connection with: with (i) pending or threatened proceedings set forth in Schedule ___; (ii) any proceedings relating to the Business which are hereafter pending or threatened and to which the Seller is a party; and (iiiii) any proceedings for which Seller or any Stockholder the Buyer is entitled to indemnification from Parent and Purchaser the Seller under Section 12.02 8.3 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser the Buyer available upon the reasonable request and at the expense of Seller, Stockholders the Seller or their its counsel to consult with and assist Seller, Stockholders the Seller and their its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) The provisions of this Section 9.03 7.2 are not intended to conflict with, and shall not override the other provisions of this AgreementSections ___ hereof.

Cooperation in Third-Party Litigation. (a) After the Closing, Seller and Stockholders shall provide such cooperation as Parent and Purchaser Buyer or their its counsel may reasonably request in connection with: with (i) any proceedings related to the BusinessBusiness other than the Excluded Obligations; (ii) Seller's conduct of the Business prior to the Effective Time of Closing which are hereafter pending or threatened and to which Purchaser Buyer is a party; or , (iii) any proceedings for which Parent and Purchaser Seller is entitled to indemnification from Seller (or the Stockholders) Buyer under Section 12.016.3. Such cooperation shall include, but not be limited to, making employees of Seller or Stockholders available upon the reasonable request and at the expense of Purchaser Buyer or its counsel to consult with and assist Parent Buyer and Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree that after the Closing, they Buyer shall provide such cooperation as Seller, Stockholders Seller or their its counsel may reasonably request in connection with: with (i) pending or threatened proceedings set forth in Schedule 3.15; (ii) any proceedings relating to the Business which are hereafter pending or threatened and to which Seller is a party; and (iiiii) any proceedings for which Seller or any Stockholder Buyer is entitled to indemnification from Parent and Purchaser Seller under Section 12.02 6.2 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser Buyer available upon the reasonable request and at the expense of Seller, Stockholders Seller or their its counsel to consult with and assist Seller, Stockholders Seller and their its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) The provisions of this Section 9.03 5.6 are not intended to conflict with, and shall not override the other provisions of this AgreementSection 6 hereof.

Cooperation in Third-Party Litigation. (a) After the Closing, Seller and Stockholders in connection with any third-party claims or disputes, Sellers shall provide such cooperation as Parent and Purchaser Buyer or their its counsel may reasonably request in connection with: with (i) any proceedings related to the Business; (ii) Seller's Purchased Assets, Assumed Liabilities or Sellers' conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Purchaser Buyer or any Affiliate of Buyer is a party; or , and (iiiii) any proceedings for which Parent and Purchaser is Sellers are entitled to indemnification from Seller (or the Stockholders) Buyer under Section 12.01Article 9. Such cooperation shall include, but not be limited to, making employees of Seller or Stockholders Sellers available upon the reasonable request and at the expense of Purchaser Buyer (except to the extent such expenses are indemnifiable Losses) or its counsel to consult with and assist Parent Buyer and Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree that after After the Closing, they in connection with any third-party claims or disputes, Buyer shall provide such cooperation as Seller, Stockholders Sellers or their counsel may reasonably request in connection with: with (i) pending or threatened proceedings set forth in Schedule 4.9; (ii) any proceedings relating to the Business which are hereafter pending or threatened and to which Seller is a partySellers are parties; and (iiiii) any proceedings for which Seller or any Stockholder Buyer is entitled to indemnification from Parent and Purchaser Sellers under Section 12.02 Article 9 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser Buyer available upon the reasonable request and at the expense of Seller, Stockholders Sellers (except to the extent such expenses are indemnifiable Losses) or their counsel to consult with and assist Seller, Stockholders Sellers and their counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) The provisions of this Section 9.03 are not intended to conflict with, and shall not override the other provisions of this Agreement.

Cooperation in Third-Party Litigation. (a) After the Closing, the Seller and Stockholders its Affiliates shall provide such cooperation as Parent and the Purchaser or their its counsel may reasonably request in connection with: with (i) any proceedings Proceeding related to the Business; (ii) Seller's conduct of the Business prior to the Closing which are hereafter is pending or threatened at the time of Closing or thereafter and to which the Purchaser or the Partnership is a party; or , and (iiiii) any proceedings Proceeding for which Parent and Purchaser the Seller is entitled to indemnification from Seller (or the Stockholders) Purchaser under Section 12.018.3 hereof. Such cooperation shall include, but not be limited to, making employees of the Seller or Stockholders available upon the reasonable request and at the expense of the Purchaser or its counsel to consult with and assist Parent and the Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree that after . After the Closing, they the Purchaser shall provide such cooperation as Seller, Stockholders the Seller or their its counsel may reasonably request in connection with: with (i) any proceedings Proceeding relating to the conduct of the Business prior to the Closing which are hereafter is pending or threatened at the time of Closing or thereafter and to which the Seller is a party; and (ii) any proceedings Proceeding for which Seller or any Stockholder the Purchaser is entitled to indemnification from Parent and Purchaser the Seller under Section 12.02 8.2 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and the Purchaser available upon the reasonable request and at the expense of Seller, Stockholders the Seller or their its counsel to consult with and assist Seller, Stockholders the Seller and their its counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) . The provisions of this Section 9.03 7.3 are not intended to conflict with, and shall not override the other provisions of, Article 8 hereof. To the extent not covered under the indemnification provisions of this AgreementArticle 8 hereof, (i) any out-of-pocket expenses incurred by the Seller and its Affiliates in connection with cooperation provided under Section 7.3(a) shall be paid by the Purchaser and (ii) any out-of-pocket expenses incurred by the Purchaser and its Affiliates in connection with cooperation provided under Section 7.3(b), shall be paid by the Seller.

Cooperation in Third-Party Litigation. (a) After the Closing, Seller Crompton, the Sellers and Stockholders their Affiliates shall provide such cooperation as Parent and Purchaser or their its counsel may reasonably request in connection with: with (i) any proceedings Proceeding related to the Business; (ii) Seller's conduct of the Business prior to the Closing which are hereafter is pending or threatened at the time of Closing or thereafter and to which Purchaser or the Company is a party; or , and (iiiii) any proceedings Proceeding for which Parent and Purchaser Crompton or Sellers is entitled to indemnification from Seller (or the Stockholders) Purchaser under Section 12.018.3 hereof. Such cooperation shall include, but not be limited to, making employees of Seller Crompton or Stockholders Sellers available upon the reasonable request and at the expense of Purchaser or its counsel to consult with and assist Parent and Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree that after . After the Closing, they Purchaser shall provide such cooperation as SellerCrompton, Stockholders Sellers or their counsel may reasonably request in connection with: with (i) any proceedings Proceeding relating to the conduct of the Business prior to the Closing which are hereafter is pending or threatened at the time of Closing or thereafter and to which the Seller is a party; and (ii) any proceedings Proceeding for which Seller or any Stockholder Purchaser is entitled to indemnification from Parent and Purchaser Crompton or the Sellers under Section 12.02 8.2 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser available upon the reasonable request and at the expense of SellerCrompton, Stockholders Sellers or their counsel to consult with and assist SellerCrompton, Stockholders Sellers and their counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) . The provisions of this Section 9.03 7.3 are not intended to conflict with, and shall not override the other provisions of, Article 8 hereof. To the extent not covered under the indemnification provisions of this AgreementArticle 8 hereof, (i) any out-of-pocket expenses incurred by Crompton, the Sellers and their Affiliates in connection with cooperation provided under Section 7.3(a) shall be paid by Purchaser and (ii) any out-of-pocket expenses incurred by Purchaser and its Affiliates in connection with cooperation provided under Section 7.3(b), shall be paid by Crompton.

Cooperation in Third-Party Litigation. (a) After the Closing, Seller and Stockholders Parent shall provide such cooperation as Parent and Purchaser Buyer or their its counsel may reasonably request in connection with: with (i) any proceedings related to the BusinessBusiness other than the Excluded Assets or the Excluded Obligations; (ii) Seller's conduct of the Business prior to the Closing which are hereafter pending or threatened and to which Purchaser Buyer is a party; or , (iii) any proceedings for which Parent and Purchaser Seller is entitled to indemnification from Seller (or the Stockholders) Buyer under Section 12.018.3. Such cooperation shall include, but not be limited to, making employees of Seller or Stockholders and Parent available upon the reasonable request and at the expense of Purchaser Buyer or its counsel to consult with and assist Parent Buyer and Purchaser and their its counsel in connection with any such proceedings and to prepare for and testify in any such proceedings, including depositions, trials and arbitration proceedings. (b) Parent and Purchaser agree Buyer agrees that after the Closing, they Buyer shall provide such cooperation as Seller, Stockholders Seller and Parent or their counsel may reasonably request in connection with: with (i) pending or threatened proceedings set forth in Schedule 3.1(p); (ii) any proceedings relating to the Business which are hereafter pending or threatened and to which Seller is a party; and (iiiii) any proceedings for which Seller or any Stockholder Buyer is entitled to indemnification from Seller or Parent and Purchaser under Section 12.02 8.2 hereof. Such cooperation shall include, but not be limited to, making employees of Parent and Purchaser Buyer available upon the reasonable request and at the expense of Seller, Stockholders Seller or Parent or their counsel to consult with and assist Seller, Stockholders Seller or Parent and their counsel regarding any such proceedings and to prepare for and testify in connection with any such proceedings, including depositions, trials and arbitration proceedings. (c) The provisions of this Section 9.03 7.4 are not intended to conflict with, and shall not override the other provisions of this AgreementSection 8 hereof.