Grouped Into 82 Collections of Similar Clauses From Business Contracts
This page contains Cooperation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Cooperation. In the event of any claim or litigation against the Company and/or Director based upon any alleged conduct, acts or omissions of Director during the tenure of Director as an officer of the Company, whether known or unknown, threatened or not as of the time of this writing, the Company will cooperate with Director and provide to Director such information and documents as are necessary and reasonably requested by Director or his counsel, subject to restrictions imposed by federal or state securiti...es laws or court order or injunction. The Company shall cooperate in all respects to ensure that Director has access all available insurance coverage and shall do nothing to damage Director's status as an insured and shall provide all necessary information for Director to make or tender any claim under applicable coverage.View More
Cooperation. In the event of any claim or litigation against the Company and/or Director based upon any alleged conduct, acts or omissions of Director during the tenure of Director as an officer of the Company, whether known or unknown, threatened or not as of the time of this writing, the Company will cooperate with Director and provide to Director such information and documents as are necessary and reasonably requested by Director or his counsel, subject to restrictions imposed by federal or state securiti...es laws or court order or injunction. The Company shall cooperate in all respects to ensure that Director has access all available insurance coverage and shall do nothing to damage Director's status as an insured and shall provide all necessary information for Director to make or tender any claim under applicable coverage. 7. Board of Directors Status of Director. Director's membership on the Company's Board of Directors shall not be disturbed for at least the greater of any period of time: (a) specified in any other agreement or contract defining Director's role as a member of the Board of Directors, (b) a period of one year from the date hereof.. Membership on the Board shall require adherence to board member conduct policies adopted by the board and enforced equally upon all directors. Director may voluntarily resign his position on the Board of Directors at any time and without penalty or liability of any kind. View More
Cooperation. From the Separation Date and for six months thereafter, Executive agrees to fully cooperate with, and provide any assistance reasonably requested by the Company or the Board with respect to transitioning his duties, responsibilities and knowledge regarding the business and operations of the Company and its affiliates. Such cooperation and assistance shall include Executive providing information and assistance to such individual(s) as the Company designates from time to time, to the extent such c...ooperation does not materially and unreasonably interfere with Executive's employment or other professional obligations following the Separation Date. The consideration provided herein is intended to fully compensate Executive for all services he may be asked to provide under this Section 7 and Executive shall not seek, nor be entitled to, any additional compensation for his post-employment cooperation rendered pursuant to this Section 7. The Company shall reimburse Executive for his reasonable, pre-approved out-of-pocket expenses actually incurred in the performance of Executive's obligations under this Section 7 so long as Executive timely submits all documentation for such expenses, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of such documentation. 6 8. Non-Defamation. Executive agrees that Executive shall not, directly or indirectly, make or ratify any defamatory comments or remarks (in writing or orally), about the Company or any other Released Party or their respective products or services. The Company shall not, and shall direct its current officers and directors to not, directly or indirectly, make or ratify any defamatory comments or remarks (in writing or orally), about Executive. For the avoidance of doubt, it shall not be a violation of the terms of this Section 8 for any person to make truthful statements when required by court order or as otherwise required by law, including to applicable Governmental Agencies.View More
Cooperation. From the Separation Date and for six months thereafter, Executive agrees to fully cooperate with, and provide any assistance reasonably requested by the Company or the Board with respect to transitioning his her duties, responsibilities and knowledge regarding the business and operations of the Company and its affiliates. Such cooperation and assistance shall include Executive providing information and assistance to such individual(s) as the Company designates from time to time, to the extent su...ch cooperation does not materially and unreasonably interfere with Executive's employment or other professional obligations following the Separation Date. The consideration provided herein is intended to fully compensate Executive for all services he she may be asked to provide under this Section 7 and Executive shall not seek, nor be entitled to, any additional compensation for his her post-employment cooperation rendered pursuant to this Section 7. The Company shall reimburse Executive for his her reasonable, pre-approved out-of-pocket expenses actually incurred in the performance of Executive's obligations under this Section 7 so long as Executive timely submits all documentation for such expenses, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of such documentation. 6 8. Non-Defamation. Executive agrees that Executive shall not, directly or indirectly, make or ratify any defamatory comments or remarks (in writing or orally), about the Company or any other Released Party or their respective products or services. The Company shall not, and shall direct its current officers and directors to not, directly or indirectly, make or ratify any defamatory comments or remarks (in writing or orally), about Executive. For the avoidance of doubt, it shall not be a violation of the terms of this Section 8 for any person to make truthful statements when required by court order or as otherwise required by law, including to applicable Governmental Agencies.View More
Cooperation. Employee agrees to cooperate with Rogers in the truthful and honest prosecution and/or defense of any claim in which the Released Parties may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation: making Employee available on a timely basis, on reasonable notice by Rogers, for interviews, meetings and other communications with auditors and outside counsel acting on behalf of Rogers in connection with any such matter; providing docume...nts to Rogers related to any such matter; and voluntarily appearing, without a subpoena and at Rogers's request, for a deposition or to give testimony in any hearing, trial, investigation or arbitration at the request of Rogers for any such matter. If Employee becomes legally compelled to testify or provide an interview on any matter related to Rogers, whether by subpoena or otherwise, Employee agrees to provide Rogers with prompt, written notice of such legal requirement so that Rogers may, if it so wishes, seek a protective order or other remedy. To the extent that Rogers requests Employee's cooperation, Rogers shall reimburse Employee for reasonable expenses consistent with Rogers's expense reimbursement policy there in effect. Rogers Corporation Severance PlanReleasePage B-2 5. Return of Property. Employee agrees to return all Rogers's property in Employee's possession including, but not limited to, credit cards, keys, company files and internal documents (including books and manuals), and any electronic equipment (even if such electronic equipment has been available for Employee's personal use).View More
Cooperation. Employee Executive agrees to cooperate with Rogers in the truthful and honest prosecution and/or defense of any claim in which the Released Parties may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation: making Employee Executive available on a timely basis, on reasonable notice by Rogers, for interviews, meetings and other communications with auditors and outside counsel acting on behalf of Rogers in connection with any such matt...er; providing documents to Rogers related to any such matter; and voluntarily appearing, without a subpoena and at Rogers's request, for a deposition or to give testimony in any hearing, trial, investigation or arbitration at the request of Rogers for any such matter. If Employee Executive becomes legally compelled to testify or provide an interview on any matter related to Rogers, whether by subpoena or otherwise, Employee Executive agrees to provide Rogers with prompt, written notice of such legal requirement so that Rogers may, if it so wishes, seek a 8 Exhibit 10.1 protective order or other remedy. To the extent that Rogers requests Employee's Executive's cooperation, Rogers shall reimburse Employee Executive for reasonable expenses consistent with Rogers's expense reimbursement policy there in effect. Rogers Corporation Severance PlanReleasePage B-2 5. effect.8. Return of Property. Employee Executive agrees to return all Rogers's property in Employee's Executive's possession including, but not limited to, credit cards, keys, company files and internal documents (including books and manuals), and any electronic equipment (even if such electronic equipment has been available for Employee's Executive's personal use). View More
Cooperation. Executive agrees to cooperate fully with the Corporation and its subsidiaries and affiliates in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Corporation or its subsidiaries or affiliates which relate to events or occurrences that transpired while Executive was employed by the Corporation; and in connection with any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-g...overning authority (including, without limitation, the Securities and Exchange Commission) as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Corporation. Executive's full cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Corporation and/or its counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Corporation's request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, with reasonable advance notice, and taking such other actions as may reasonably be requested by of the Corporation and/or its counsel to effectuate the foregoing. In requesting such services, the Corporation will consider other commitments that Executive may have at the time of the request, and Executive's availability and obligations under this Section shall in all instances reasonably be subject to Executive's other commitments. The Corporation agrees to reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with Executive's performance of obligations pursuant to this Section for which Executive has obtained prior, written approval from the Corporation, and the Corporation shall pay Executive $165 per hour for any services performed by Executive at the request of the Corporation pursuant to this Paragraph.View More
Cooperation. (a) Executive agrees to cooperate fully with the Corporation and its subsidiaries and affiliates in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Corporation or its subsidiaries or affiliates which relate to events event or occurrences that transpired while Executive was employed by the Corporation; and in connection with any investigation or review by any federal, state or local regulatory, quasi-regulatory... or self-governing authority (including, without limitation, the Securities and Exchange Commission) SEC) as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Corporation. Executive's full cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Corporation and/or its counsel at reasonable times and locations, locations reasonably acceptable to Executive and the Corporation; executing accurate and truthful documents, appearing at the Corporation's request as a witness at 9 depositions, trials or other proceedings without the necessity of a subpoena, with reasonable advance notice, notice; testifying truthfully; and taking such other actions as may reasonably be requested by of the Corporation and/or its counsel to effectuate the foregoing. In requesting such services, the Corporation will consider other commitments that Executive may have at the time of the request, and Executive's availability and obligations under this Section paragraph 19 shall in all instances reasonably be subject to Executive's other commitments. The Corporation agrees to reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with Executive's performance of obligations pursuant to this Section for which Executive has obtained prior, written approval from the Corporation, and the Corporation shall pay Executive $165 $300.00 per hour for any services performed by Executive at the request of the Corporation pursuant to this Paragraph. paragraph. (b) The Corporation will brief Executive on its plans for communicating the announcement of Executive's resignation and will give Executive an opportunity to review and comment on the press release and the Form 8-K issued in connection with such resignation. View More
Cooperation. In the event that the Company or any of its affiliates becomes involved in any civil or criminal litigation, administrative proceeding or governmental investigation, Executive shall, upon request, provide reasonable cooperation and assistance to the Company, including without limitation, furnishing relevant information, attending meetings and providing statements and testimony. The Company will reimburse Executive for all reasonable and necessary expenses Executive incurs in complying with this ...Section 13. If necessary for any employer of Executive, the Company will provide Executive with a proper subpoena in order to obtain Executive's reasonable cooperation with and assistance to the Company.View More
Cooperation. In the event that the Company or any of its affiliates becomes involved in any civil or criminal litigation, administrative proceeding or governmental investigation, Executive Employee shall, upon request, provide reasonable cooperation and assistance to the Company, including without limitation, furnishing relevant information, attending meetings and providing statements and testimony. The Company will reimburse Executive Employee for all reasonable and necessary expenses Executive Employee inc...urs in complying with this Section 13. 24. If necessary for any employer of Executive, Employee, the Company will provide Executive Employee with a proper subpoena in order to obtain Executive's Employee's reasonable cooperation with and assistance to the Company. View More
Cooperation. The Employee agrees to cooperate with the Company as may be requested by the Company or its attorneys: (a) in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against, by or on behalf of the Company or any of its related entities; (b) in connection with any investigation involving the Company or any of its related entities by a governmental or regulatory authority or any internal investigation, provided that such claim, action or investig...ation relates to events or occurrences that transpired while the Employee was employed by the Company or any of its related entities or about which the Employee may otherwise have knowledge or information; and (c) in connection with any transition-related issues, including but not limited to any matters relating to the Company's financial, operational and other Company matters. The Employee acknowledges that his cooperation as described above is a material obligation of the Employee under this Agreement and the Company would not have entered into this Agreement absent such obligation of the Employee.View More
Cooperation. The Employee agrees to cooperate with the Company as may be requested by the Company or its attorneys: (a) in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against, by or on behalf of the Company or any of its related entities; entities, and (b) in connection with any investigation involving the Company or any of its related entities by a governmental or regulatory authority or any internal investigation, provided that such claim, acti...on or investigation relates to events or occurrences that transpired while the Employee was employed by the Company or any of its related entities or about which the Employee may otherwise have knowledge or information; and (c) in connection with any transition-related issues, including but not limited to any matters relating to the Company's financial, operational and other Company matters. The Employee acknowledges that his cooperation as described above is a material obligation of the Employee under this Agreement and the Company would not have entered into this Agreement absent such obligation of the Employee. information. View More
Cooperation. You hereby represent and warrant that you have returned documents and other property of the Employers. You further agree (i) to cooperate with the Employers to the extent that your knowledge of facts concerning the Employers' business 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 such information and assistance... to the Employers as may reasonably be required by the Employers in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. The Employers will reimburse you for your reasonable expenses incurred in complying this section.View More
Cooperation. You hereby represent and warrant that you have returned all documents and other property of the Employers. You further agree (i) to cooperate with the Employers to the extent that your knowledge of facts concerning the Employers' business 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 such information and assist...ance to the Employers as may reasonably be required by the Employers in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. The Employers will reimburse you for your reasonable expenses incurred in complying this section. section, including reasonable attorneys' fees should you and the Company determine, in good faith, a conflict of interest may exist. 3 12. Mutual Non-Disparagement. The Parties agree not to make any disparaging statements concerning the other party which would reasonably be expected to affect adversely the reputation or goodwill of the other party. With respect to the Employers, you acknowledge such non-disparagement obligations and protections extend to the Bank, the Company, its affiliates and current or former officers, directors, employees or agents. The Employers hereby acknowledge that the Employers' obligation under this provision extends to senior and executive management and members of the Board of Directors. The provisions of this term of the Agreement shall not apply to any truthful statement required to be made by you or the Employers in any legal proceeding or in connection with any governmental or regulatory investigation. The Parties agree that, on October 13, 2022, the Company shall issue the news release attached as Schedule 12 to this Agreement, which you have approved. View More
Cooperation. (a)Following Executive's termination of employment for any reason, except as provided in Section 11 hereof, Executive agrees to make himself reasonably available to cooperate with the Company and its affiliates in matters that materially concern: (i) requests for information about the Page B-12 services Executive provided to the Company and its affiliates during Executive's employment with the Company and its affiliates, (ii) the defense or prosecution of any claims or actions now in existence o...r which may be brought in the future against or on behalf of the Company and its affiliates which relate to events or occurrences that transpired while Executive was employed the Company and its affiliates and as to which Executive has, or would reasonably be expected to have, personal experience, knowledge or information or (iii) any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority (including, without limitation, the US Department of Justice, the U.S. Federal Trade Commission or the SEC) as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company and its affiliates. Executive's cooperation shall include: (A) making himself reasonably available to meet and speak with officers or employees of the Company, the Company's counsel or any third-parties at the request of the Company at times and locations to be determined by the Company reasonably and in good faith, taking into account the Company's business and Executive's business and personal needs (the "Company Cooperation") and (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions (the "Witness Cooperation"). Nothing in this Section 15(a) shall be construed to limit in any way any rights Executive may have at applicable law not to provide testimony with regard to specific matters. Unless required by law or legal process, Executive will not knowingly or intentionally furnish information to or cooperate with any non-governmental entity (other than the Company) in connection with any potential or pending proceeding or legal action involving matters arising during Executive's employment with the Company and its affiliates, except as provided in Section 11. In addition, at the request of the Company, Executive shall be required to complete a directors' and officers' questionnaire to facilitate the Company's preparation and filing of its proxy statement and periodic reports with the SEC. (b)Executive shall not be entitled to any payments in addition to those otherwise set forth in this Agreement in respect of any Company Cooperation or Witness Cooperation, regardless of when provided. The Company will reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with Executive's performance of obligations pursuant to this Section 15 for which Executive has obtained prior approval from the Company. (c)Nothing in this Agreement or any other agreement by and between the Parties is intended to or shall preclude or in any way limit or restrict Executive from providing accurate and truthful testimony or information to any governmental agency. (d)This Section 15 shall survive the termination of the Employment Term.View More
Cooperation. (a)Following (a) Following Executive's termination of employment for any reason, except as provided in Section 11 10 hereof, Executive agrees to make himself Executive reasonably available at the request of the Company to cooperate with the Company and its affiliates subsidiaries in matters that materially concern: (i) requests for information about the Page B-12 services Executive provided to the Company and its affiliates subsidiaries during Executive's employment with the Company and its affi...liates, subsidiaries, (ii) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and its affiliates subsidiaries which relate to events or occurrences that transpired while Executive was employed the Company and its affiliates subsidiaries and as to which Executive has, or would reasonably be expected to have, personal experience, knowledge or information or (iii) any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority (including, without limitation, the US Department of Justice, the U.S. US Federal Trade Commission or the SEC) as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company and its affiliates. subsidiaries. Executive's cooperation shall include: (A) making himself Executive reasonably available to meet and speak with officers or employees of the Company, the Company's counsel or any third-parties at the reasonable request of the Company at times and locations to be determined by the Company reasonably and in good faith, taking into account the Company's business and Executive's business and personal needs (the "Company Cooperation") and (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions (the "Witness Cooperation"). 14 Nothing in this Section 15(a) 14(a) shall be construed to limit in any way any rights Executive may have at applicable law not to provide testimony with regard to specific matters. Unless required by law or legal process, Executive will not knowingly or intentionally furnish information to or cooperate with any non-governmental entity (other than the Company) in connection with any potential or pending proceeding or legal action involving matters arising during Executive's employment with the Company and its affiliates, subsidiaries, except as provided in Section 11. 10. In addition, at the request of the Company, Executive shall be required annually to complete a directors' and officers' questionnaire to facilitate the Company's preparation of any filings and filing of its proxy statement and periodic reports with the SEC. (b)Executive (b) Executive shall not be entitled to any payments in addition to those otherwise set forth in this Agreement in respect of any Company Cooperation or Witness Cooperation, regardless of when provided. The Company will reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with Executive's performance of obligations pursuant to this Section 15 14 for which Executive has obtained prior approval (which shall not be unreasonably withheld) from the Company. (c)Nothing Executive shall not be required to cooperate against Executive's own legal interests. (c) Nothing in this Agreement or any other agreement by and between the Parties parties is intended to or shall preclude or in any way limit or restrict Executive from providing accurate and truthful testimony or information to any governmental agency. (d)This (d) This Section 15 14 shall survive the termination of the Employment Term. View More
Cooperation. (a) To the fullest extent permitted by law, Employee will not cooperate with, or assist in, any claim, charge, lawsuit or arbitration against the Company with respect to a Released Claim, unless required to do so by a lawfully issued subpoena, by court order or as expressly provided by regulation or statute. In the event Employee is served with a subpoena or is required by court order or otherwise to testify in any type of proceeding involving the Company and related to a Released Claim, Employe...e shall immediately advise the Company in writing of the same. (b) During the period commencing on the Separation Date and ending on March 5, 2024, Employee shall cooperate with the Company in any internal investigation, administrative, regulatory or judicial proceeding or any dispute with a third party. Employee's cooperation may include being 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 turning over to the Company all relevant documents which are or may come into Employee's possession. Employee understands that in the event the Company asks for Employee's cooperation in accordance with this provision, the Company will reimburse him for reasonable travel expenses (including lodging and meals) upon submission of receipts acceptable to the Company.View More
Cooperation. (a) To the fullest extent permitted by law, Employee will not cooperate with, or assist in, any claim, charge, lawsuit or arbitration against the Company with respect to a Company Released Claim, unless required to do so by a lawfully issued subpoena, by court order or as expressly provided by regulation or statute. In the event Employee is served with a subpoena or is required by court order or otherwise to testify in any type of proceeding involving the Company and related to a Company Release...d Claim, to the extent permissible under law, Employee shall immediately promptly advise the Company in writing of the same. (b) During (a)Employee shall provide reasonable cooperation to the Company during the period commencing on the Separation Date and ending on March 5, 2024, Employee shall cooperate with the Company 24-month anniversary of the Separation Date, (i) in any internal investigation, administrative, regulatory regulatory, or judicial proceeding proceeding, or any dispute with a third party. party, and/or (ii) concerning Confidential Information, Work Product and other information that Employee created or obtained while employed by the Company relating to the Company's business as of the Separation Date, including by providing copies of Retained Information to the extent they directly relate to Confidential Information, Work Product, or such other information that Employee created or obtained while employed by the Company relating to the Company's business as of the Separation Date. Employee's cooperation may include being available to the Company for nominal periods of time, upon reasonable notice 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 turning over to the Company all relevant documents which are or may come into Employee's possession. Employee understands that in the event the Company asks for Employee's cooperation in accordance with this provision, the Company will reimburse him for reasonable travel expenses (including lodging and meals) meals at the quality customarily afforded and paid by the Company with respect to executive officers travelling on Company business) upon submission of receipts reasonably acceptable to the Company. Company and, if the amount of time required exceeds a nominal amount of time, Employee shall be provided with reasonable compensation for providing such cooperation. 7 10.Non-Admission of Liability. It is expressly understood and agreed that this Release Agreement shall not be deemed or construed as an admission of fault or liability by any party hereto and that no party is admitting that it has committed any wrong. The Company and Employee each agree that this Release Agreement is inadmissible by both the Company and Employee as evidence in any proceeding, legal or otherwise, except to the extent necessary to enforce its provisions. View More
Cooperation. Following the date of termination or expiration of this Agreement for any reason, upon the receipt of reasonable notice from the Company (including outside counsel to the Company) or their affiliates, Executive hereby agrees that he or she will respond and provide information with regard to matters in which he or she has knowledge as a result of his or her employment and association with the Company. Executive also agrees that he or she will provide reasonable assistance to the Company and its a...ffiliates and their respective representatives in the defense of any claims that may be made against the Company or any of its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or any of its affiliates to the extent that such claims may relate to the Term. Executive hereby agrees to promptly inform the Company (to the extent Executive is legally permitted to do so) if Executive is asked to assist in any investigation of the Company or any of its affiliates or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation. This Section 19 shall survive the termination of this Agreement. 10 20. Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.View More
Cooperation. Following the date of termination or expiration of this Agreement for any reason, upon the receipt of reasonable notice from the Company (including outside counsel to the Company) or their affiliates, Executive hereby agrees that he or she will respond and provide information with regard to matters in which he or she has knowledge as a result of his or her employment and association with the Company. Executive also agrees that he or she will provide reasonable assistance to the Company and its a...ffiliates and their respective representatives in the defense of any claims that may be made against the Company or any of its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or any of its affiliates to the extent that such claims may relate to the Term. Executive hereby agrees to promptly inform the Company (to the extent Executive is legally permitted to do so) if Executive is asked to assist in any investigation of the Company or any of its affiliates or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation. This Section 19 shall survive the termination of this Agreement. 10 20. Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's Articles of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.View More
