. After the Closing, in the event that, and for so long as, the Buyer or the Company is actively contesting or defending against any charge, audit, complaint, action, suit, proceeding, hearing, investigation, grievance, arbitration, claim, or demand in connection with # any transaction contemplated by the Transaction Documents or # 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 Company, the Seller Representative and each Seller will reasonably cooperate with such contesting or defending party and its counsel in the contest or defense, make available their personnel, 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 Buyer or (at the Buyer’s discretion) the Company (unless the Buyer or the Company is entitled to indemnification therefor under the provisions of this Agreement).

In the event and for so long as any Party actively is contesting or defending against any Litigation in connection with: # any transaction contemplated under this Agreement or # 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 a Company, including, but not limited to any of the above as it may relate to a PPP Loan forgiveness application or an audit related to the PPP Loan, each of the other Parties will cooperate with it and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to 25041432.12

Support. Each Party and its Affiliates will provide support to Customers for its Products in accordance with its standard support terms, regardless of which Party or Affiliate sold the applicable License. The Parties agree that the costs associated with providing support, whether at standard support levels or otherwise, will be borne by the Party providing the support.

Support. Without limiting Poseida’s obligations hereunder, including as set forth in [Section 4.1.1] and [Article 5], at Roche’s request, Poseida shall reasonably support Roche, ​, as may be reasonably necessary, in obtaining Marketing Authorization for such Therapeutic Products, including providing necessary documents or other materials required by applicable law and Regulatory Authorities to obtain Marketing Authorization, in each case in accordance with the terms and conditions of this Agreement.

Support Obligations. Each Party’s and its Affiliates’ support obligations under the OEM Agreement with respect to its Products distributed in the Combined

Support Documentation. Each Party will make available to the other Party and its Affiliates its electronic support and training materials (in all the languages available) for itsProducts to assist the other Party and its Affiliates in handling its Level 1 Support (as defined below) obligations.

The Party or Affilliate thereof who sells licenses for the Combined Offering will provide Level 1 Support to its Customers for the Combined Offerings.

Transition Support. Between your execution of this Agreement and the Separation Date, you shall perform such reasonable and appropriate tasks as shall be assigned to you by [[Parent:Organization]]. In consideration of the separation benefits outlined in Paragraph 5 below, you agree to assist [[Parent:Organization]] as reasonably requested by the Chief Executive Officer with transitioning your teams, projects and knowledge related to business matters after the Separation Date, for no longer than three (3) months after your Separation Date, in amount not to exceed ten (10) hours a month during that time.

Lateral Support. Each Owner shall maintain such Owner's Lot with sufficient landscaping and plantings so as to prevent any erosion upon such Owner's Lot which may result in damage to the Lot or to any adjacent Lot. No Owner shall perform any excavation upon such Owner's Lot that will result in damage to any adjacent Lot.

Support Hours. Relativity will have support personnel available for Standard Technical Support 24/7.