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 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 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 In connection with any termination of the Employee's employment with the Company, regardless of the reason for the termination of such employment or service and whether such termination is at the Employee's or the Company's initiative, 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 reason...able notice from the Company (including outside counsel), the Executive Employee agrees that while employed by by, or providing services to, 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 or service 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 reasonably incurred by the Executive Employee in complying with this Section 3. 12. 9 13. 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 11 or Section 12 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. View More
Cooperation. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that 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 other members of the Company Group and their respective representatives representatives, ...in defense of any claims that may be made against the Company or its affiliates, any other member of the Company Group, and will reasonably assist the Company and its affiliates other members of the Company Group in the prosecution of any claims that may be made by the Company or its affiliates, any other member of the Company Group, to the extent that such claims may relate to the period of are based on facts occurring during 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 other member of its affiliates the Company Group 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 duplicating, or telephonic expenses incurred by the Executive in complying with this Section 3. 6. The Company shall cooperate with the Executive on the timing and location of the Executive's cooperation and use its good faith efforts to limit any travel or interference with the Executive's other professional commitments. 11 7. Notices. All notices, demands, requests, or other communications, which may be or are required to be given or made by any party to any other party pursuant to this Agreement, shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by e-mail addressed as follows: (i)If to the Company: Tuesday Morning Corporation 6250 LBJ Freeway Dallas, Texas 75240 Attention: General Counsel and Corporate Secretary E-mail: ***@*** (ii)If to the Executive: the address last shown on the Company's books and records. Each party may designate by notice in writing a new address to which any notice, demand, request, or communication may thereafter be so given, served, or sent. Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation of e-mail transmission, or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. 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 Company shall pay or reimburse the Executive for all any reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive incurs in complying connection with the Executive's cooperation under this Section 3. provision. View More
Cooperation. Upon the receipt of reasonable notice from the Company Managing Member (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 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, the "Claims"). Company. The Executive Employee agrees to promptly inform the Company Managing Member if the Executive Employee becomes aware of any lawsuits 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 Managing Member (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. 9. View More
Cooperation. Upon the receipt of reasonable notice from the Company CEO (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 of any 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, the "Claims"). Company. The Executive Employee agrees to promptly inform the Company CEO if the Executive Employee becomes aware of any lawsuits 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 CEO (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 11 AR Employment Agreement 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. 9. View More
Cooperation. 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. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that while employed by the Company and thereafter, the Executive Employee will respo...nd 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 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, 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. 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 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, 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 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 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 Exhibit 10.18 or telephonic expenses incurred by the Executive Employee in complying with this Section 6. To receive the benefits and payments referenced in Section 3 hereof, Employee shall continue to comply with any Company policies and agreements to which Employee is subject post-termination of employment. View More
Cooperation. 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. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive Employee agrees that while employed by the Company and thereafter, the Executive Employee will respo...nd 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 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, 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. 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 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, 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 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 of its affiliates without giving prior written notice to the Company or the Company's counsel. Upon presentation of appropriate EXHIBIT 10.2 documentation, the Company shall pay or reimburse the Executive Employee for all reasonable attorney's fees and reasonable out-of-pocket costs including travel, duplicating or telephonic expenses incurred by the Executive Employee in complying with this Section 6. To receive the benefits and payments referenced in Section 3 hereof, Employee shall continue to comply with any Company policies and agreements to which Employee is subject post-termination of employment. 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, 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 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 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 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. 9 and the Company and the Employee shall reasonably agree on any compensation for such efforts that take more than an immaterial amount of time. View More
Cooperation. Upon In connection with any termination of the Executive's employment with the Company, the Executive agrees to assist the Company Group, as reasonably requested by the Company Group, in its succession planning efforts to facilitate a smooth transition of the Executive's job responsibilities to the Executive's successor. In addition, upon the receipt of reasonable notice from the Company Group (including 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 truthful information with regard to matters in which the Executive has knowledge as a result of the Executive's employment with the Company, Company Group, and will provide reasonable assistance to reasonably cooperate with the Company, Company Group, its affiliates and their respective representatives in defense of any all claims that may be made against the Company Group or its affiliates, and will assist cooperate with 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, Group and the "Claims"). Company reasonably believes that the Executive has pertinent knowledge or information related to such claims. The Executive agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive becomes aware of any lawsuits lawsuit involving Claims such third party claims that may be filed or threatened against the Company Group 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 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 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. 12. View More