Common use of Litigation Support Clause in Contracts

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Business, the other party shall cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VII).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Retail Store Business and the Meat Processing Business, each of the other party shall parties will reasonably cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor therefore under Article VIIX below).

Litigation Support. In the event that and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall parties will cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIXI below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any ActionClaim, action, suit, proceeding, hearing, investigation, charge, complaint, claim, complaint or demand in connection with with (a) any transaction contemplated under by this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Vendor or the Autocarz Business, the other party Party shall cooperate with the contesting or defending party and Party or its counsel in the contest defence or defensecontest, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defence or defensecontest, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VII).

Litigation Support. In the event and for so long as any either party is actively is contesting or defending against any Action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand third-party Claim in connection with (ai) any transaction contemplated under by this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Seller (and related to the Companies or the Business) or either Company, the other party shall cooperate will cooperate, upon request of the other party, with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be is reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIIX).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand with third parties in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessHOST or any of its Subsidiaries, each of the other party shall Parties will cooperate with the contesting or defending party it and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and Party; provided, that nothing shall require any Party to the extent that the contesting or defending party is entitled provide documents subject to indemnification therefor under Article VII)attorney-client privilege.

Litigation Support. In the event event, and for so long as as, any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ai) any the transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any of the Ringtail Businessassets acquired hereunder, the other party shall will cooperate with the contesting or defending party and its counsel in the contest or defensedefense thereof, make available its personnel, personnel and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defensedefense thereof, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIthe terms hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessSeller, each of the other party shall Parties will cooperate with the contesting or defending party Party and his or its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to his or its books and records as shall be necessary in connection with the contest or defense, all (solely with respect to third party costs) at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVII above).

Litigation Support. In the event and --------------------- ------------------ for so long as any party actively is contesting or defending against any Actionaction, suit, proceedingproceedings, hearing, investigation, charge, complaint, claim, claim or demand in connection with (a) any transaction contemplated under by this Agreement or Related Agreements Agreement, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Ringtail BusinessSeller, each of the other party shall parties will cooperate with the contesting or defending party each other and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIX).. ARTICLE VIIIVIII

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any ActionProceeding (other than any in which Buyer, suiton the one hand, proceedingand Sellers, hearingon the other hand, investigationare adverse to each other), charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party Parties shall cooperate with the contesting or defending party it and its counsel in the contest defense or defensecontest, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VII)§8).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany or any of its Subsidiaries, each of the other party shall Parties will cooperate with the contesting or defending party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor therefore under Article VII)IX.

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessAcquired Assets, each of the other party shall parties will cooperate with the contesting or defending such party and its such party's counsel in the contest or defense, use commercially reasonable efforts to make available its their personnel, and provide such testimony and access to its their books and records as shall reasonably be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIIX).

Litigation Support. In the event that and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving either of the Ringtail BusinessCompanies, each of the other party parties shall cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessTarget, each of the other party shall Parties will cooperate with the contesting him, her, or defending party it and his, her, or its counsel in the contest or defense, make available his, her, or its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction accruing on or prior to the Closing Date involving the Ringtail BusinessBusiness or the Purchased Assets, each of the other party shall Parties will cooperate with the contesting or defending party it and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event that and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party parties shall cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIXI below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall Parties will cooperate with the contesting him, her or defending party it and his, her or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Businessany of LTEL and its Subsidiaries, each of the other party shall Parties will cooperate with the contesting him or defending party it and his or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessOrion or its Subsidiary, each of the other party shall Parties will cooperate with the contesting him or defending party it and his or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (a) any transaction contemplated under this Agreement or Related Agreements or of the Contemplated Transactions; or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving any of the Ringtail BusinessCompany or the Company Subsidiaries, then the other party shall cooperate with the contesting or defending party it and its counsel in the contest defense or defensecontest, make available its personnel, personnel and provide such testimony and access to its books and records as shall be necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIISection 12 hereof).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actioncharge, complaint, action, suit, audit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany or any Subsidiary, each of the other party shall Parties will cooperate with the contesting such Person or defending party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIIX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any ActionClaim, action, suit, proceeding, hearing, investigation, charge, complaint, claim, complaint or demand in connection with (a) any transaction contemplated under by this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail Company or the Business, the other party Party shall cooperate with the contesting or defending party and Party or its counsel in the contest defence or defensecontest, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest defence or defensecontest, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VII).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Action, suit, proceeding, hearing, investigation, charge, complaint, claim, complaint or demand other Proceeding by any Person not a Party hereto in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, act or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall Parties will cooperate with the contesting such Party or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense, including entering into a joint defense agreement or confidentiality agreement with respect thereto, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIARTICLE IX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actioncharge, complaint, action, suit, audit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany or any of its Subsidiaries, each of the other party shall Parties will cooperate with the contesting such Party or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIIX below).

Litigation Support. In the event If and for so long as any party hereto actively is contesting or defending against any Actionthird party action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessAssets or the Business Units, the other party shall will cooperate with the contesting or defending party and his or its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as reasonably shall be necessary in connection with respect to the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIas provided elsewhere in this Agreement).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand after the Closing in connection with (ai) any transaction contemplated under this Agreement or Related Agreements Agreement, or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany Group, each of the other party shall Parties will cooperate with the contesting him, her or defending party it and his, her or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIIX).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, EXECUTION COPY incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, each of the Ringtail Business, the other party shall Parties will cooperate with the contesting or defending party Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIISection 14 below).

Litigation Support. In the event that and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall parties will cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with with: (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving AVIX or the Ringtail BusinessRelated Companies, each of the other party shall Parties will cooperate with the contesting him, or defending party it and his, or its counsel in the contest or defense, make available its their personnel, and provide such testimony and access to its their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article pursuant to ARTICLE VII).

Litigation Support. In the event that and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand (including Tax audits) in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction transition on or prior 44 49 to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall parties will cooperate with the contesting or defending such party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIX below).

Litigation Support. In the event and for so long as any party either Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of the Ringtail BusinessCompany and its Subsidiaries, the other party shall Party will cooperate with the contesting or defending party Party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or Related Agreements or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the date of the Closing Date involving the Ringtail Businessbusiness sold hereby, the other party shall will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIthis Agreement).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, actionAction, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessConveyed Assets, the other party shall will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIIX below).

Litigation Support. In the event and for so long as any party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand in connection with (ai) any transaction contemplated under by this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party parties shall reasonably cooperate with the contesting or defending such party and its counsel in the contest or defense, and, subject to reasonable availability and during normal business hours make available its personnel, their personnel and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless and to the extent that the contesting or defending party is entitled to indemnification therefor under Article VIIIX below).

Litigation Support. In the event and for so long as any party Party actively ------------------ is contesting or defending against any Actioncharge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall Parties will, on a reasonable basis, cooperate with the contesting such Person or defending party and its counsel in the contest or defense, make available its their personnel, and provide such testimony and reasonable access to its their books and records during normal business hours as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and except to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIIX below).

Litigation Support. In the event and for so long as any party Party actively is contesting or defending against any Actionaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (ai) any transaction contemplated under this Agreement or Related Agreements or (bii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Ringtail BusinessCompany, each of the other party shall Parties will reasonably cooperate with the contesting or defending party it and its counsel in the contest or defense, reasonably make available its their personnel, and provide such testimony and access to its their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party Party (unless and to the extent that the contesting or defending party Party is entitled to indemnification therefor under Article VIIVIII hereof).