Document MG1ZBeVgY6My59Q5e8jgyzzza

PURCHASE AN) SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC. AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17,1999 (whether on or after Closing), Seller shall, for the remaining term of the patent(s)' life, indemnify, defend and hold harmless the Buyer Indemnified Parties from and against all Adverse Consequences relating to the Bosch Infringement Claim. (c) Notwithstanding Section 5.21(a), if the final judgment for the AUiedSignal Lawsuit (including all applicable appeals) does not enjoin or otherwise prohibit any of the Champion Companies from manufacturing platinum tipped spark plugs using the platinum ball welding method used by the Champion Companies, which was the subject of the AUiedSignal Lawsuit, then Seller's indemnity obligations for the AUiedSignal Lawsuit shall cease, except for Seller's obligation to satisfy any claims for damages. (d) For purposes ofdetermining the SeUer's indemnity obligations under this Section 5.21, the provisions of Section 9.6(b) shall apply. Buyer and its Affiliates shaU cooperate fully with SeUer and assist SeUer, from and after the Closing Date, regarding aU aspects of any judicial, quasi-judicial, administrative, legal or equitable proceedings relating to the AUiedSignal Lawsuit. Such cooperation shall include (a) complying with all requests from the SeUer for information from the Champion Companies which relates to the AUiedSignal Lawsuit and (b) causing employees, officers and directors of the Champion Companies (i) to make themselves available for interviews by and consultations with attorneys and other representatives for Seller; (ii) to testify at any depositions, hearings, trials or any other proceedings in connection with the AUiedSignal Lawsuit; and (in) to analyze documents, testimony or other information relating to the AUiedSignal Lawsuit. Buyer shaU provide such cooperation and information without the issuance of a subpoena, discovery request or other formal legal process. AU travel and out-of-pocket expenses associated with such cooperation shall be borne by SeUer, excluding cost of time expended by officers, employees and directors ofBuyer and its Affiliates. 5.22. Third Party Debt SeUer shall use its reasonable best efforts to pay off aU foreign third party debt set forth on Disclosure Schedule 2.3(m) before Closing. Following the Closing, the -45-