Cooperation Clause Example with 59 Variations from Business Contracts
This page contains Cooperation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or i...ts affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3.View More
Variations of a "Cooperation" Clause from Business Contracts
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that while employed by by, or providing services to, the Company and during the two (2) year period thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates Comp...any Group and their respective representatives in defense of any all claims that may be made against the Company or its affiliates, Group, and will reasonably assist the Company and its affiliates Group in the prosecution of any all claims that may be made by the Company or its affiliates, Group, to the extent that such claims may relate to the period of the Executive's Employee's employment or service with the Company (collectively, the "Claims"). The Executive Company. Where permitted by law, Employee agrees to promptly inform the Company if the Executive Employee becomes aware during or after employment with the Company of any lawsuits lawsuit involving Claims such claims that may be has been filed or threatened against the Company or its affiliates. The Executive Group. Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked in writing to assist in any investigation of the Company or its affiliates Group (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith investigation. If Employee is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving requested by the Company or any to render such assistance after the termination of its affiliates without giving prior written notice employment, Employee will be entitled to the Company or the Company's counsel. a fair and reasonable rate of compensation for Employee's assistance. Upon presentation of appropriate documentation, the Company shall pay or shall, to the extent permitted by law, reimburse the Executive Employee for all documented reasonable out-of-pocket travel, duplicating duplicating, legal or telephonic expenses reasonably incurred by the Executive Employee in complying with this Section 3. 9. This Section 9 does not limit Employee from exercising any protected right afforded Employee under applicable law. 7 10. Survival and Assignment by the Company. Employee understands that Employee's obligations under this Agreement will continue in accordance with its express terms regardless of any changes in Employee's title, position, duties, salary, compensation or benefits or other terms and conditions of employment. Employee further understands that Employee's obligations under this Agreement will continue following the termination of Employee's employment in accordance with its express terms regardless of the manner of such termination and will be binding upon Employee's heirs, executors and administrators. Employee understands and agrees that the Company has the right to assign this Agreement to its successors and assigns (including, without limitation, a purchaser of all or substantially all of the assets of the Company). Employee may not assign or delegate Employee's duties under this Agreement, without the prior written consent of the Company. View More
Cooperation. Upon In connection with any termination of the Employee's employment with the Company or as part of a process resulting in a sale of the Company, the Employee agrees to assist the Company, as reasonably requested by the Company, in its succession planning efforts to facilitate a smooth transition of the Employee's job responsibilities to the Employee's successor. In addition, upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that wh...ile employed by the Company and for a period of twelve (12) months thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates Company Group and their respective representatives in defense of any all claims that may be made against the Company or its affiliates, Group, and will assist the Company and its affiliates Group (in a manner consistent with his status as Chief Executive Officer or former Chief Executive Officer of the Company) in the prosecution of any all claims that may be made by the Company or its affiliates, Group, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company. To the extent that the Employee's assistance under this Section 10 is requested following the Employee's termination of employment, the Company (collectively, shall use commercially reasonable efforts to (i) provide the "Claims"). The Executive Employee with as much advance notice as is reasonably practicable under the then existing circumstances in connection with any request for assistance under this Section 10, (ii) coordinate the scheduling of such assistance with the Employee in a manner that does not unreasonably interfere with the Employee's subsequent employment or self-employment, and (iii) limit such assistance to the transition of the Employee's duties and responsibilities to the Employee's successor; provided, however, that in the event of a scheduling conflict with respect to the Employee's subsequent employment, the Employee's obligations to the Employee's subsequent employer shall take precedence. During the Employment Term and for a period of twelve (12) months thereafter, the Employee agrees to promptly inform the Company if the Executive Employee becomes aware of any lawsuits lawsuit involving Claims such claims that may be filed or threatened in writing against the Company or its affiliates. The Executive Group which in the Employee's reasonable determination would be reasonably expected to result in a material adverse effect on the Company. During the Employment Term and for a period of twelve (12) months thereafter, the Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked to assist in any governmental 12 investigation of the Company or its affiliates Group (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 10, and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the nearest whole cent) determined by dividing the Employee's Base Salary as in effect on the date of termination by 365 (pro rated for partial days), for services rendered by the Employee in complying with this Section 10; provided that no such payment shall be required by the Company under this Section 10 during any period in which severance is being paid to the Employee pursuant to Section 7(d) hereof. View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that while employed by during the Company Term and thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of an...y claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company (collectively, and the "Claims"). The Executive agrees to promptly inform the Company if the Executive becomes aware Employee is knowledgeable of any lawsuits involving Claims matters that may be filed or threatened against the Company or its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except relevant to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. defense against such claims. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or and telephonic expenses and reasonable attorneys' fees and charges incurred by the Executive Employee in complying with this Section 3. 8. 15 9. Equitable Relief and Other Remedies. The Employee acknowledges and agrees that the Company's remedies at law for a breach of any of the provisions of Section 7 or Section 8 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance of Section 7 and Section 8 hereof, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees you agree that while employed by the Company and thereafter, the Executive you will respond and provide information with regard to matters in which the Executive has you have knowledge as a result of the Executive's your employment with the Company, and will provide reasonable assistance to the Company, its affiliates subsidiaries and their respective representatives in defense of any claims ...that may be made against the Company or its affiliates, and will assist the Company and its affiliates subsidiaries in the prosecution of any claims that may be made by the Company or its affiliates, subsidiaries, to the extent that such claims may relate to the period of the Executive's your employment with the Company (collectively, the "Claims"). The Executive agrees Company. You agree to promptly inform the Company if the Executive becomes you become aware of any lawsuits involving Claims such claims that may be filed or threatened against the Company or its affiliates. The Executive subsidiaries. You also agrees agree to promptly inform the Company (to the extent that the Executive is you are legally permitted to do so) if the Executive is you are asked to assist in any investigation of the Company or its affiliates subsidiaries (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive you for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive you in complying with this Section 3. 10. View More
Cooperation. Upon In connection with any termination of the Employee's employment with the Company, the Employee agrees to assist the Company, as reasonably requested by the Company, in its succession planning efforts to facilitate a smooth transition of the Employee's job responsibilities to the Employee's successor. In addition, upon the receipt of reasonable notice from the Company (including (including, without limitation, outside counsel), the Executive Employee agrees that while employed by the Company... and thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any all claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company (collectively, the "Claims"). Company. The Executive Employee agrees to promptly inform the Company if the Executive Employee becomes aware of any lawsuits lawsuit involving Claims such claims that may be filed or threatened against the Company or its affiliates. The Executive Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 11. 7 12. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Section 10 or Section 11 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to seek equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security. In the event of a violation by the Employee of Section 10 or Section 11 hereof, any severance or other amount being paid to the Employee pursuant to this Agreement or otherwise shall immediately cease, and any severance or other amount pursuant to Section 7 (other than Accrued Benefits) previously paid to the Employee shall be immediately repaid to the Company. View More
Cooperation. Upon the receipt of reasonable notice written request from the Company (including outside counsel), the Executive Employee agrees that while employed by the Company and thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense o...f any all claims that may be made against the Company or its affiliates, and will reasonably assist the Company and its affiliates in the prosecution of any all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company (collectively, and does not unreasonably interfere with the "Claims"). Employee's subsequent employment or self-employment. The Executive Employee agrees to promptly inform the Company if the Executive Employee becomes aware of any lawsuits lawsuit involving Claims such claims that may be filed or threatened against the Company or its affiliates. The Executive Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with 15 US-DOCS\128769458.1 respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 10, and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the nearest whole cent) determined by dividing the Employee's Base Salary as in effect on the date of termination by 100, for services rendered by the Employee in complying with this Section 10 provided that no such payment shall be required by the Company under this Section 10 during any period in which severance is being paid to the Employee pursuant to Section 7(d) hereof. View More
Cooperation. Upon the receipt of reasonable notice written request from the Company (including outside counsel), the Executive Employee agrees that while employed by the Company and thereafter, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense o...f any all claims that may be made against the Company or its affiliates, and will reasonably assist the Company and its affiliates in the prosecution of any all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company (collectively, and does not unreasonably interfere with the "Claims"). Employee's subsequent employment or self-employment. The Executive Employee agrees to promptly inform the Company if the Executive Employee becomes aware of any lawsuits lawsuit involving Claims such claims that may be filed or threatened against the Company or its affiliates. The Executive Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with 15 US-DOCS\128774742.1 respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 10, and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the nearest whole cent) determined by dividing the Employee's Base Salary as in effect on the date of termination by 100, for services rendered by the Employee in complying with this Section 10 provided that no such payment shall be required by the Company under this Section 10 during any period in which severance is being paid to the Employee pursuant to Section 7(d) hereof. View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that while employed by the Company and thereafter, thereafter for a period of eighteen (18) months, the Executive Employee will respond and provide information with regard to matters in which the Executive Employee has knowledge as a result of the Executive's Employee's employment with the Company, and will provide reasonable assistance to the Company, its affiliates Company or any o...ther member of the Company Group and their respective representatives in defense of any claims that may be made against the Company or its affiliates, other member of the Company Group, and will assist the Company and its affiliates or any other member of the Company Group in the prosecution of any claims that may be made by the Company or its affiliates, other members of the Company Group, to the extent that such claims may relate to the period of the Executive's Employee's employment with the Company (collectively, the "Claims"). The Executive Employee agrees to promptly inform the Company if the Executive Employee becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. any other member of the Company Group. The Executive Employee also agrees to promptly inform the Company (to the extent that the Executive Employee is legally permitted to do so) if the Executive Employee is asked to assist in any investigation of the Company or its affiliates any other member of the Company Group (or their actions) or another party attempts to obtain information or documents from the Executive Employee (other than in connection with any litigation or other proceeding in which the Executive Employee is a party-in-opposition) with respect to matters the Executive Employee believes in good faith to relate to any investigation of the Company or its affiliates, any other member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates any other member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive Employee shall not communicate with anyone (other than the Executive's Employee's attorneys and tax and/or financial advisors and except to the extent that the Executive Employee determines in good faith is necessary in connection with the performance of the Executive's Employee's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any other member of its affiliates the Company Group without giving prior written notice to the Company. The Company or shall compensate the Company's counsel. Employee at the rate of $100 per hour for all hours spent complying with this Section 10 during any calendar month following the termination of Employee's employment in which Employee's compliance with this Section 10 exceeds ten (10) hours. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 10. View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees you agree that while employed by the Company and thereafter, the Executive you will respond and provide information with regard to matters in which the Executive has you have firsthand knowledge as a result of the Executive's your employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims tha...t may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Executive's your employment with the Company (collectively, the "Claims"). The Executive agrees and you have relevant firsthand knowledge. You agree to promptly inform the Company if the Executive becomes you become aware of any lawsuits involving Claims such claims that may be filed or threatened against the Company or its affiliates. The Executive You also agrees agree to promptly inform the Company (to the extent that the Executive is you are legally permitted to do so) if the Executive is you are asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse you for all time you spend cooperating at an hourly rate calculated by dividing your last Base Salary at the Executive Company divided by 2,080 or your loss of income—whichever is greated—plus for all reasonable out-of-pocket travel, duplicating or telephonic expenses expenses, incurred by the Executive you in complying with this Section 3. 10. View More
Cooperation. Upon the receipt of reasonable notice from the Company Group (including its outside counsel), the Executive agrees that while employed by by, or providing services to, the Company Group and thereafter, the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive's employment or service with the Company, Company Group, and will provide reasonable assistance to the Company, Company Group, its affiliates and their respec...tive representatives in defense of any all claims that may be made against the Company Group or its affiliates, and will assist the Company Group and its affiliates in the prosecution of any all claims that may be made by the Company Group or its affiliates, to the extent that such claims may relate to the period of the Executive's employment or service with the Company (collectively, the "Claims"). Group. The Executive agrees to promptly inform the Company Group if the Executive becomes aware of any lawsuits lawsuit involving Claims such claims that may is likely to be filed or threatened against the Company Group or its affiliates. The Executive also agrees to promptly inform the Company Group (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company Group or its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company Group or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive shall not communicate with anyone (other than the Executive's attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive's duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate documentation, the The Company shall pay or reimburse the Executive for all any reasonable out-of-pocket travel, duplicating expenses he incurs in connection with his cooperation under this provision. 11 12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company Group's remedies at law for a breach or telephonic expenses incurred threatened breach of any of the provisions of Sections 10 or 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security. In the event of a violation by the Executive in complying with of Sections 10 or 11 hereof, any severance being paid to the Executive pursuant to this Section 3. Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall be immediately repaid to the Company Group. View More
