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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the Acquiror, each of the other Parties will cooperate with such Party and such Party’s counsel in the contest or defense, make available any personnel under their control, and provide such testimony and access to 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.
Appears in 15 contracts
Sources: Share Exchange Agreement (Agm Group Holdings, Inc.), Share Exchange Agreement (Legacy Ventures International Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the AcquirorAcquiror or Acquiree, each of the other Parties will cooperate with such Party and such Party’s counsel in the contest or defense, make available any personnel under their control, and provide such testimony and access to 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.
Appears in 3 contracts
Sources: Share Exchange Agreement (Reign Resources Corp), Share Exchange Agreement (Gratitude Health, Inc.), Share Exchange Agreement (Vapir Enterprises Inc.)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the AcquirorAcquiror or the Acquiror Subsidiary, each of the other Parties will cooperate with such Party and such Party’s counsel in the contest or defense, make available any personnel under their control, and provide such testimony and access to 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.
Appears in 3 contracts
Sources: Share Exchange Agreement (China Teletech Holding Inc), Share Exchange Agreement (Moving Box Inc), Share Exchange Agreement (RPM Dental, Inc.)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving either of the AcquirorCompany or any of its Subsidiaries, each of the other Parties will shall cooperate with such Party and such Party’s or its counsel in the contest defense or defensecontest, make available any personnel under their controlpersonnel, and provide such testimony and access to their books and records as shall be reasonably necessary requested in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending Party; provided that this §6(b) shall not apply with respect to any actual or threatened litigation or dispute between the Parties.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Daramic, LLC)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving any of the AcquirorTarget and its Subsidiaries, each of the other Parties will shall cooperate with such Party him or it and such Party’s his or its counsel in the contest defense or defensecontest, make available any personnel under their controlpersonnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest defense or defensecontest, all at the sole cost and expense of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under §8 below).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Evolution Resources, Inc.), Stock Purchase Agreement (Evolution Resources, Inc.)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the Acquiror, each of the other Parties will cooperate with such Party and such Party’s 's counsel in the contest or defense, make available any personnel under their control, and provide such testimony and access to 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.
Appears in 2 contracts
Sources: Share Exchange Agreement (Nac Global Technologies, Inc.), Share Exchange Agreement (Nac Global Technologies, Inc.)
Litigation Support. In the event and for so So long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any Person other than the other Party in connection with (ia) any transaction the transactions contemplated under by this Agreement or (iib) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the Acquiror, each any of the Purchased Assets, the other Parties Party will reasonably cooperate with such Party and such Party’s counsel in the contest or defense, make including, without limitation, making available any their personnel under their control, and provide providing such testimony and access to 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.
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving either of the AcquirorCompanies, each of the other Parties will cooperate with such Party him, her or its and such Party’s his, her or its counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense expenses of the contesting or defending PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under Section 6).
Appears in 1 contract
Sources: Stock Purchase Agreement (Gerber Childrenswear Inc)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving any of the AcquirorTarget and its Subsidiaries, each of the other Parties will cooperate with such Party him or it and such Party’s his or its counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefore under §7 below).
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or occurring prior to the Closing Date Effective Time involving the AcquirorSeller or any Subsidiary, each of the other Parties will cooperate with such Party each other and such Party’s their counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor).
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the AcquirorAcquiror or Acquiree, each of the other Parties will cooperate with such Party and such Party’s counsel in the contest or defense, make available any personnel under their control, and provide such testimony and access to 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, except them if such actions related to any claim against the Parent which arose prior to the Closing Date.
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving any of the AcquirorSellers, each of the other Parties will cooperate with such Party and such Party’s the other Parties or the other Parties’ counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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.
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving either the AcquirorTarget or IISC , each of the other Parties will cooperate with such Party him or it and such Party’s his or its counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under (S)8 below).
Appears in 1 contract
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving any of the AcquirorCompany and its Subsidiaries, each of the other Parties will cooperate with such Party him or it and such Party’s his or her counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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 PartyParty (unless the contesting or defending Party is entitled to indemnification therefor under ss.8 below).
Appears in 1 contract
Sources: Stock Purchase Agreement (Penn Engineering & Manufacturing Corp)
Litigation Support. In the event and for so long as any Party actively party hereto or their respective successors or assigns is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding in connection with (i) any transaction contemplated under by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving the AcquirorCompany, each of the other Parties party or parties hereto and the Sellers (and their respective successors and assigns) will cooperate with such Party party or such Seller and such Party’s its counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to their books and records as shall be reasonably necessary necessary, in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Partyparty (unless the contesting or defending party is entitled to indemnification thereof under this Agreement).
Appears in 1 contract
Sources: Stock Purchase Agreement (General Cigar Holdings Inc)
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 (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or on, prior to or after the Closing Date involving the Acquirorany Company, each of the other Parties will cooperate with such Party him/her or it and such Party’s his/her or its counsel in the contest or defense, make available any personnel under their controlpersonnel, and provide such testimony and access to 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 the contesting or defending Party is entitled to indemnification therefore under § 8 below.
Appears in 1 contract
Sources: Purchase Agreement (Radiation Therapy Services Inc)