Cooperation Contract Clauses (1,892)

Cooperation. Executive agrees to cooperate, within reason, subject to reimbursement by Company of reasonable out of pocket costs and expenses, with Company and its counsel with respect to any matter (including any litigation, investigation or governmental proceeding) which relates to matters with which Executive was involved during her employment with Company. Such cooperation shall include appearing from time to time at the offices of Company or Company's counsel for conferences and interviews and in genera...lly providing the officers of Company and its counsel with the full benefit of Executive's knowledge with respect to any such matter. Executive agrees to render such cooperation in a timely fashion and at such times and places as may be mutually agreeable to the parties. Executive's cooperation shall not require her to give Company more time and attention than may reasonably be accommodated to her work schedule and other commitments, from time to time. 2 9. Waiver of Any Re-Employment Right. Executive waives all interest in and right to reinstatement or re-employment with Company and any of its affiliates and agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. This waiver shall not apply to any instance where Executive's then-current employer becomes acquired by the Company or any of its affiliates, or where the Company desires to re-hire Executive. View More

Cooperation. The Parties agree that certain matters in which the Employee was and will be involved during his employment and prior to the Separation Date may necessitate the Employee's cooperation or assistance in the future. Accordingly, following the Separation Date, to the extent reasonably requested by the Board of Directors of the Company, the Employee shall cooperate with the Company in connection with any claims arising out of the Employee's employment with the Company and his performance of services ...for the Company including preparing for and providing truthful testimony; provided that, the Company shall make reasonable efforts to minimize disruption of the Employee's other activities. The Company shall reimburse the Employee for reasonable expenses incurred in connection with such cooperation and assistance and, to the extent that the Employee is required to spend more than one (1) week on such matters, the Company shall compensate the Employee at an hourly rate of $150; provided, however, that the Employee shall not be entitled to such hourly compensation with respect to his time spent in connection with the defense of current shareholder or other litigation against the Company. The Company shall issue Employee a Form 1099 for any such payments, as required by law. Any reimbursements or in-kind benefits due hereunder shall be provided such that the amount paid in one calendar year cannot affect the expenses eligible for reimbursement in another calendar year, shall be paid to Employee no later than the last day of the calendar year after the calendar year in which incurred and any right to reimbursement shall be subject to liquidation or exchange for another benefit. 4 10. Restrictive Covenants. Employee acknowledges and agrees that Employee remains subject to certain restrictive covenants including, but not limited to, those provided by any and all Employment Agreements, Non-Compete Agreements, or other agreements by and between the parties ("Restrictive Covenants"), which Restrictive Covenants are for the benefit of the Company and which Restrictive Covenants survive the termination of Employee's employment as provided. Employee is hereby advised that the Defend Trade Secrets Act of 2016 provides immunity from civil and criminal liability under state and federal trade secret laws for any employee who discloses a trade secret in a lawsuit or other proceeding filed under seal or who discloses a trade secret in confidence to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law. View More

Cooperation. You agree to reasonably cooperate with the Company in any internal investigation or administrative, regulatory, or judicial proceeding. You understand and agree that your cooperation may include, but is not limited to, making yourself available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company pertinent information, and tu...rning over to the Company all relevant documents which are or may come into your possession all at times and on schedules that are reasonably consistent with your other permitted activities and commitments. In addition, you agree to reasonably cooperate with Company management in the transfer of information that you may have relating to the Company that is not included in the files and other information that was returned to the Company pursuant to Section 5(i) above. In the event that the Company asks for your cooperation, the Company will reimburse you for all reasonable expenses related to such cooperation provided, however, that the Company shall not be required to reimburse you for any attorneys' fees otherwise reimbursable to you pursuant to any right of indemnification you may have in accordance with the provisions of the Employment Agreement. View More

Cooperation. You hereby represent and warrant that you have returned documents and other property of the Bank. You further agree (i) to cooperate with the Bank and its Affiliates to the extent that your knowledge of facts concerning the business of the Bank and its Affiliates is required to respond to any governmental or regulatory inquiry, or in connection with any court, administrative proceeding, or investigation related to matters that took place during the term of your employment, and (ii) to furnish su...ch information and assistance to the Bank and its Affiliates as may reasonably be required by the Bank and its Affiliates in connection with any litigation in which they or any of their subsidiaries or affiliates is, or may become, a party. The Bank will reimburse you for your reasonable expenses incurred in complying this section. View More

Cooperation. Following any notice of termination of your relationship under this Agreement, you shall reasonably cooperate with Nerdy Inc., Company, and their affiliated and/or related entities in all matters relating to the winding up of your pending work on behalf of Company and the orderly transfer of any such pending work to such other executives or employees of Nerdy Inc., Company, and their affiliated and/or related entities as may be designated by Company; and to that end Company shall be entitled to ...your full-time or part-time services of as Nerdy Inc., Company, and their affiliated and/or related entities may reasonably require during all or any part of the period from the time of giving any such notice until the effective date of such termination.5. Disability. You may be terminated hereunder without liability if you shall be permanently prevented from properly performing your essential duties with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than six (6) consecutive months. Upon such termination, you shall be entitled to all accrued but unpaid Base Guaranteed Wages.6. Key Person Insurance. Nerdy Inc., the Company, and their related and/or affiliated entities may, at its expense, provide key person insurance for you, which upon death; will provide the insuring entity an amount equal to the cost of your Base Guaranteed Wages and the cost to find your replacement, as determined by Nerdy Inc.'s Board of Directors or the Company's Board of Managers.7. Death. In the event of your death during your relationship, the Company's obligations hereunder shall automatically cease and terminate; provided, however, that within fifteen (15) days Nerdy Inc., the Company and/or their related and/or affiliated entities shall pay to your heirs or personal representatives your Base Guaranteed Wages and PTO accrued to the date of death and your estate shall also receive an additional three (3) months of Base Guaranteed Wages (payable as a lump sum or as continuation of Base Guaranteed Wages, as determined by Nerdy Inc., with the latter being consistent with the typical payroll procedure in effect at the time). Also, in the event your relationship hereunder ceases as a result of your death, you shall receive accelerated vesting equivalent to six (6) months of service beyond your date of death. All other unvested equity in Nerdy Inc or Nerdy LLC will be forfeited. The additional Base Guaranteed Wages and accelerated vesting resulting from your death are Initials ___ contingent upon your estate signing a Departure Agreement prepared by and satisfactory to Nerdy Inc., the Company, and their related and/or affiliated entities. D. Restrictions and Covenants. View More

Cooperation. Employee agrees that he shall assist and cooperate with Employer regarding any legal matters, including litigation matters that arise or continue beyond the separation of Employee's employment. Employee shall not receive additional compensation for such assistance and cooperation; however, Employer shall reimburse Employee for all reasonable expenses incurred in fulfilling this obligation.

Cooperation. To the extent permitted by law, you agree to cooperate with the Company in the defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against or on behalf of the Company, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. In addition, the Company shall reimburse you for reasonable out-of-pocket expenses incurred at the request of the Company with respe...ct to your compliance with this paragraph. Your full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare its claims or defenses, to prepare for trial or discovery or an administrative hearing or a mediation or arbitration and to act as a witness when requested by the Company at reasonable times mutually agreed to by you and the Company. You agree that you will notify the Company promptly in the event that you are served with a subpoena or in the event that you are asked to provide a third party with information concerning any actual or potential complaint or claim against the Company. View More

Cooperation. Each Loan Party will cooperate with Lender and Lender's auditors in connection with the monitoring and administration of the Loans. Without limiting the foregoing, Loan Parties authorize Lender and Lender's auditors to verify Loan Parties' bank statements with each of Loan Parties' banks and accounts receivable with each of Loan Parties' account debtors. 6 9. Reaffirmation of Indebtedness. Each Loan Party reaffirms all of its respective obligations under the Loan Documents to which it is a party..., and each Loan Party acknowledges that it does not have any claims, offsets or defenses with respect to any such Loan Documents. Without limiting the foregoing, each Loan Party (a) reaffirms Lender's rights, following the occurrence of any Forbearance Default, to apply any and all payments made by such Loan Party or otherwise received by Lender with respect to each the applicable Loan to such obligations owing by such Loan Party under the Loan Documents in such order and manner deemed appropriate by Lender in its sole discretion, and (b) expressly waives all of its rights under applicable law or otherwise to direct Lender as to such application or to designate the portion of the obligations to be satisfied. View More

Cooperation. Following the Termination Date, the Executive shall cooperate with the Company and be reasonably available to the Company and its attorneys with respect to continuing and/or future matters related to the Executive's employment period with the Company and/or its subsidiaries or affiliates, whether such matters are business-related, legal, regulatory or otherwise (including, without limitation, the Executive appearing at the Company's request to give testimony without requiring service of a subpoe...na or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Executive's possession). The Company shall reimburse the Executive for all reasonable out of pocket expenses incurred by the Executive in rendering such services that are approved by the Company including reasonable attorney's fees and costs. In addition, if more than an incidental cooperation is required at any time after the termination of the Executive's employment, the Executive shall be paid (other than for the time of actual testimony) a per day fee based on his base salary as of the Termination Date. View More

Cooperation. SINHA agrees to cooperate with, and assist, ALEXION to ensure a smooth transition of his work responsibilities. At any time following the Separation Date, SINHA will provide such information as ALEXION may reasonably request with respect to any ALEXION-related transaction or other matter in which SINHA was involved in any way while employed by ALEXION. SINHA further agrees to assist and cooperate with ALEXION in connection with the defense, prosecution, government investigation, or internal inve...stigation of any claim or matter that may be made against, concerning, or by ALEXION. Such assistance and cooperation shall include timely, comprehensive, and truthful disclosure of all relevant facts known to SINHA, including through in-person interview(s) with ALEXION's internal Legal Department or outside counsel for ALEXION. SINHA shall be entitled to reimbursement for all properly documented expenses incurred in 4 connection with rendering services under this Section 11, including, but not limited to, reimbursement for all reasonable travel, lodging, and meal expenses.12. Non-Disparagement. SINHA agrees that he will not do or say anything that disparages ALEXION, reflects negatively on ALEXION, or encourages any adverse action against ALEXION, except as required by law.13. Indemnification. ALEXION shall indemnify SINHA subject to and in accordance with the terms of the Indemnification Agreement, which survives SINHA's separation from ALEXION and remains in full force and effect.14. Non-Interference with Rights. The release set forth in Section 5 of this Agreement excludes any claims which cannot be waived by law, such as claims for unemployment/worker compensation, or claims for vested/earned benefits under ERISA-covered employee benefit plans as applicable on the date that SINHA signs this Agreement. Further, SINHA understands, agrees and acknowledges that nothing contained in this Agreement, including but not limited to Sections 5 (Release), 6 (Disclosure), 7 (Promise Not to Sue), 8 (Confidentiality and Non-Disclosure), 9 (Continuing Obligations), 10 (Return of ALEXION Assets), 11 (Cooperation), 12 (Non-Disparagement), or 16 (Remedies), shall prohibit or restrict SINHA from filing a charge or complaint with, reporting possible violations of any law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by the National Labor Relations Board, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the Securities and Exchange Commission, and/or any other governmental agency or entity, or from exercising rights under Section 7 of the National Labor Relations Act to engage in joint activity with other employees, and that notwithstanding any other provision in this Agreement, SINHA is not required to seek authorization from ALEXION or to notify ALEXION before doing so.15. Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of Connecticut, without regard to its conflicts of law rules, except that matters relating to indemnification shall be governed by and construed under the laws of the State of Delaware. The parties hereby consent to the jurisdiction of the federal and state courts located in the State of Connecticut to resolve any disputes arising out of the interpretation or administration of this Agreement.16. Remedies. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings or otherwise, the prevailing party as determined by a court or tribunal of competent jurisdiction (including in any action for preliminary injunctive relief) shall be entitled to seek payment of attorneys' fees, costs and expenses from the non-prevailing party. View More