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"). 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 13 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 attorneys' fees and out-of-pocket expenses, including travel, duplicating or telephonic expenses expenses, incurred by the Executive Employee in complying with this Section 3. 11.
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"). The Executive Employee agrees to promptly inform the 12 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 attorneys' fees and out-of-pocket expenses, including travel, duplicating or telephonic expenses expenses, incurred by the Executive Employee in complying with this Section 3. 11.
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"). 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 12 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 attorneys' fees and out-of-pocket expenses, including travel, duplicating or telephonic expenses expenses, incurred by the Executive Employee in complying with this Section 3. 12.
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"). 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 14 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 or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 11.
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
for a period of 24 months 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, and
will will, subject to his reasonable availability in light of other business and personal matters, 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 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 or telephonic expenses incurred by the Executive in complying with this Section 3. 7. 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. In addition, following the Executive's termination of employment, to the extent the Executive is not receiving any severance payments, the Executive shall be compensated for the time spent for such cooperation at an hourly rate based on no less than the Executive's Base Salary at the rate in effect as of the Termination Date.
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
for a period of 24 months 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, and
will will, subject to his reasonable availability in light of other business and personal matters, 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 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 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. In addition, following the Executive's termination of employment, to the extent the Executive is not receiving any severance payments, the Executive shall be compensated for the time spent for such cooperation at an hourly rate based on no less than the Executive's Base Salary at the rate in effect as of the Termination Date.
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"). 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 14 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 or telephonic expenses incurred by the Executive Employee in complying with this Section 3. 11.
View More
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 he has knowledge as a result of
the Executive's his 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 Compa
...ny 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 employment with the Company (collectively, the "Claims"). Company. The Executive agrees to promptly inform the Company if the Executive he becomes aware of any lawsuits involving Claims such 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 he is legally permitted to do so) if the Executive he 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 for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3. 11. The Company and the Executive agree and acknowledge that the Executive shall comply with this Section 11 in all material respects. 20 12. EQUITABLE RELIEF AND OTHER REMEDIES. (a) The Executive 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 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, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. (b) In the event of a violation of Section 10 or 11 of this Agreement, any severance being paid to the Executive by the Company pursuant to this Agreement (or any successor agreement) or otherwise shall immediately cease.
View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel),
the Executive agrees that while employed by the Company
and thereafter, (and at such times that are reasonably convenient for Executive after termination of Executive's employment with the
Company), 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
assist while employed (and will provide r
...easonable assistance after termination of Executive's employment with the Company) 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 while employed (and will provide reasonable assistance after termination of Executive's employment with the Company) to 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 Company. Executive agrees to that while employed by the Company, Executive will promptly inform the Company if the Executive becomes aware of any lawsuits lawsuit or government investigation involving Claims any claim that may be filed or threatened against the Company or its affiliates, and that after termination of Executive's employment with the Company, Executive will promptly inform the Company if Executive (i) is served with a complaint, summons, subpoena, pleading, order or other similar document relating to the Company or its affiliates, or (ii) otherwise receives written notice of any lawsuit, government investigation or regulatory body action involving any claim 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, 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 for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 3. 12, including reasonable attorneys' fees, and, in the event Executive is no longer receiving any compensation or benefits under this Agreement or as a Company employee, shall pay Executive a reasonable hourly rate for any work performed at Company's request. Notwithstanding anything in this Section 12 to the contrary, Executive shall not be required to comply with the provisions of this Section 12 to the extent Executive is required by a court order, judicial process or directive of a governmental agency not to comply with all or any portion of any provision in this Section 12.
View More
Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by the Company and
for one (1) year 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, Company Group and its
affiliates and their respective representatives in defense of any claims that m
...ay be made against any member of the Company or its affiliates, Group, and will assist provide reasonable assistance to the Company and its affiliates Group in the prosecution of any claims that may be made by any member of the Company or its affiliates, Group, to the extent that such claims may relate to the period of the Executive's employment with the Company (collectively, the "Claims"). The Company shall reimburse Executive for all reasonable, out-of-pocket expenses incurred by Executive in connection with any cooperation provided pursuant to this Section 10. The Executive agrees that while employed by the Company and thereafter to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company or its affiliates. Group. 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 any member of the Company or 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 any member of the Company or its affiliates, Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates member 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 any member of the Company or any of its affiliates 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 or telephonic expenses incurred by the Executive in complying with this Section 3.
View More
