THEREON) OR CERTIFY TO THE OTHER PARTY THAT IT HAS
DESTROYED SUCH INFORMATION (AND SUCH COPIES THEREOF AND SUCH NOTES, EXTRACTS OR
SUMMARIES BASED THEREON).
53
7.13.
PRODUCTION OF WITNESSES; RECORDS; COOPERATION.
(A)
AFTER THE CLOSING DATE, WITH RESPECT TO ANY CLAIM (INCLUDING A
THIRD PARTY CLAIM) AND EXCEPT IN THE CASE OF AN ADVERSARIAL ACTION BY ONE PARTY
AGAINST ANOTHER PARTY, EACH PARTY HERETO SHALL COOPERATE AND CONSULT TO THE
EXTENT REASONABLY NECESSARY WITH RESPECT TO ANY CLAIM WITH EACH OTHER PARTY AND
USE ITS REASONABLE BEST EFFORTS TO MAKE AVAILABLE TO EACH OTHER PARTY, UPON
WRITTEN REQUEST, THE FORMER, CURRENT AND FUTURE DIRECTORS, OFFICERS, EMPLOYEES,
OTHER PERSONNEL AND AGENTS OF THE MEMBERS OF ITS RESPECTIVE GROUP AS WITNESSES
AND ANY BOOKS, RECORDS OR OTHER DOCUMENTS WITHIN ITS CONTROL OR WHICH IT
OTHERWISE HAS THE ABILITY TO MAKE AVAILABLE, TO THE EXTENT THAT ANY SUCH PERSON
(GIVING CONSIDERATION TO BUSINESS DEMANDS OF SUCH DIRECTORS, OFFICERS,
EMPLOYEES, OTHER PERSONNEL AND AGENTS) OR BOOKS, RECORDS OR OTHER DOCUMENTS MAY
REASONABLY BE REQUIRED IN CONNECTION WITH ANY CLAIM IN WHICH THE REQUESTING
PARTY MAY FROM TIME TO TIME BE INVOLVED, REGARDLESS OF WHETHER SUCH CLAIM IS A
MATTER WITH RESPECT TO WHICH INDEMNIFICATION MAY BE SOUGHT HEREUNDER.
THE
REQUESTING PARTY SHALL BEAR ALL COSTS AND EXPENSES IN CONNECTION THEREWITH.
(B)
IN CONNECTION WITH ANY MATTER CONTEMPLATED BY THIS SECTION 7.13, THE
PARTIES WILL MAINTAIN TO THE EXTENT PRACTICABLE ANY APPLICABLE ATTORNEY-CLIENT
PRIVILEGE, WORK PRODUCT IMMUNITY OR OTHER APPLICABLE PRIVILEGES OR IMMUNITIES OF
ANY MEMBER OF ANY GROUP, AND WILL, TO THE EXTENT NECESSARY AND DESIRABLE, ENTER
INTO A JOINT DEFENSE OR COMMON INTEREST AGREEMENT.
7.14.
PRESERVATION OF LEGAL PRIVILEGES.
(A)
THE RIO TINTO PARTIES, ON THE ONE HAND, AND THE CLOUD PEAK PARTIES,
ON THE OTHER HAND, RECOGNIZE THAT THE MEMBERS OF THEIR RESPECTIVE GROUPS POSSESS
AND WILL POSSESS INFORMATION AND ADVICE THAT HAS BEEN PREVIOUSLY DEVELOPED BUT
IS LEGALLY PROTECTED FROM DISCLOSURE UNDER LEGAL PRIVILEGES, SUCH AS THE
ATTORNEY-CLIENT PRIVILEGE OR WORK PRODUCT EXEMPTION AND OTHER CONCEPTS OF LEGAL
PROTECTION ("PRIVILEGE").
THE RIO TINTO PARTIES, ON THE ONE HAND, AND THE CLOUD
PEAK PARTIES, ON THE OTHER HAND, RECOGNIZE THAT THEY SHALL BE JOINTLY ENTITLED
TO THE PRIVILEGE WITH RESPECT TO SUCH PRIVILEGED INFORMATION AND THAT EACH SHALL
BE ENTITLED TO MAINTAIN, PRESERVE AND ASSERT FOR ITS OWN BENEFIT ALL SUCH
INFORMATION AND ADVICE, BUT BOTH PARTIES SHALL ENSURE THAT SUCH INFORMATION IS
MAINTAINED SO AS TO PROTECT THE PRIVILEGES WITH RESPECT TO THE OTHER PARTY'S
INTEREST.
TO THAT END, NEITHER THE RIO TINTO PARTIES, ON THE ONE HAND, NOR THE
CLOUD PEAK PARTIES, ON THE OTHER HAND, WILL KNOWINGLY WAIVE OR COMPROMISE ANY
PRIVILEGE ASSOCIATED WITH SUCH INFORMATION AND ADVICE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE RIO TINTO PARTIES, ON THE ONE HAND, OR THE CLOUD PEAK PARTIES, ON
THE OTHER HAND, AS APPLICABLE.
IN THE EVENT THAT PRIVILEGED INFORMATION IS
REQUIRED TO BE DISCLOSED TO ANY ARBITRATOR OR MEDIATOR IN CONNECTION WITH A
DISPUTE BETWEEN THE RIO