Cooperation in Third-Party Litigation. After the Closing, the Company shall, at Saflink’s cost (which cost shall be approved by Saflink), provide such cooperation as Saflink or its counsel may reasonably request in connection with any proceedings relating to the Transferred Assets or the Intellectual Property Rights which are hereafter pending or threatened and to which Saflink is a party; and any proceedings for which the Company is entitled to indemnification from Saflink under Article VI hereof. Such cooperation shall include, but not be limited to: (a) making available at the reasonable request of Saflink or its counsel, and permitting Saflink and its counsel to make and retain copies of, any and all documents in the possession of or otherwise available to the Company; (b) making available upon the reasonable request of Saflink or its counsel employees and other persons within the control of or available to the Company to consult with and assist Saflink and its counsel regarding any such proceedings and to prepare for and testify truthfully in connection with any such proceedings, including depositions, trials and arbitration proceedings; and (c) making available at the reasonable request of Saflink or its counsel such other resources as may be within the control of, or available to, the Company. Notwithstanding the foregoing, the Company need not cooperate with Saflink in the event the Company’s Board of Directors determines, based on the reasonable advice of the Company’s counsel, that the Company’s interests are adverse to the interests of Saflink in any such proceeding, pending or threatened.
Appears in 3 contracts
Sources: Asset Purchase and Contribution Agreement, Asset Purchase Agreement (Saflink Corp), Asset Purchase Agreement (FLO Corp)