Continued Availability and Cooperation. (a) Following termination of the Executive’s employment under this Agreement, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties both to the Company and to any new employer, he will (upon reasonable request by the Company) cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company (other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 15(a) shall require the Executive to cooperate in such a way that would jeopardize his legal interests. Cooperation may include, but is not limited to:
(i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests;
(iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.
(b) The Company will promptly pay directly, or promptly reimburse the Executive for, any expense reasonably incurred by him in connection with rendering cooperation under Section 15(a), including (without limitation) attorneys’ fees and other charges of counsel (if the Executive reasonably determines that he should retain independent legal counsel), incurred in connection with any cooperation, consultation and advice rendered under this Agreement following receipt of appropriate documentation from the Executive substantiating such expenses.
Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company. Cooperation will include, but is not limited to:
(i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests;
(iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.
(b) The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment.
Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive will reasonably cooperate with the Company Group and with the Company Group members’ counsel in connection with any present or future actual or threatened litigation, administrative proceeding or investigation involving any member of the Company Group that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company Group. Cooperation will include:
(i) Being reasonably available for interviews and discussions with the Company Group members’ counsel, as well as for depositions and trial testimony;
(ii) If depositions or trial testimony are to occur, being reasonably available and cooperating in the preparation for such testimony, as and to the extent that the Company Group or any Company Group member’s counsel reasonably requests;
(iii) Refraining from impeding in any way the Company Group’s prosecution or defense of such litigation or administrative proceeding; and
(iv) Reasonably cooperating fully in the development and presentation of the Company Group’s prosecution or defense of such litigation or administrative proceeding.
(b) The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is authorized in advance in writing by the Company), incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Executive’s termination of employment.
Continued Availability and Cooperation. (a) EMPLOYEE will make himself/herself reasonably available to THE COMPANY either by telephone or, if reasonably necessary, in person upon reasonable advance notice, to assist THE COMPANY in connection with any matter relating to services performed by him/her on behalf of THE COMPANY prior to the Separation Date.
(b) EMPLOYEE further agrees that he/she will take reasonable actions to cooperate fully with THE COMPANY in relation to any investigation or hearing with the SEC or any other governmental agency, as well as in the defense or prosecution of any claims or actions now in existence, including but not limited to ongoing commercial litigation matters, shareholder derivative actions, and class action law suits, or which may be brought or threatened in the future against or on behalf of THE COMPANY, its directors, shareholders, officers, or employees.
(c) EMPLOYEE will take reasonable actions to cooperate in connection with such claims or actions referred to above including, without limitation, his/her being available to meet with THE COMPANY to prepare for any proceeding (including depositions, fact-findings, arbitrations or trials), to provide affidavits, to assist with any audit, inspection, proceeding or other inquiry, and to act as a witness in connection with any litigation or other legal proceeding affecting THE COMPANY.
(d) EMPLOYEE further agrees that should he/she be contacted (directly or indirectly) by any individual or any person representing an individual or entity that is or may be legally or competitively adverse to THE COMPANY in connection with any claims or legal proceedings against THE COMPANY, he/she will promptly notify THE COMPANY of that fact in writing. Such notification shall include a reasonable description of the content of the communication with the legally or competitively adverse individual or entity.
(e) Notwithstanding the provisions herein, EMPLOYEE acknowledges that his/her cooperation obligation requires him/her to participate truthfully and accurately in all matters contemplated under this Section.
Continued Availability and Cooperation a. Executive shall cooperate fully with the Company, the Company's counsel and the Company's insurer in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of Executive's employment by the Company. This cooperation by Executive shall include, but not be limited to:
(i) making himself reasonably available for interviews and discussions with the Company's counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company or the Company's counsel reasonably requests;
(iii) refraining from impeding in any way the Company's prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the Company's prosecution or defense of such litigation or administrative proceeding.
b. Executive shall be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses incurred in connection with such cooperation, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Executive, or with the requirements of any third party with whom Executive has a business relationship permitted hereunder that provides remuneration to Executive. Executive shall not unreasonably withhold his availability for such cooperation.
Continued Availability and Cooperation. (a) In the event of a Termination, the Executive shall cooperate fully with the Company and its Affiliates and with the Company’s counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company or any of its Affiliates that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company. This cooperation by the Executive shall include, but not be limited to:
(i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company, any of its Affiliates or the Company’s counsel reasonably requests;
(iii) refraining from impeding in any way the Company’s or any of its Affiliates’ prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the Company’s or any of its Affiliates’ prosecution or defense of such litigation or administrative proceeding.
(b) In addition to Executive’s obligations under this Section 18, during the Non-Compete Period, Executive shall make himself available for consultation with and advice to the Company at times and for periods of time which are mutually agreeable to the Company and Executive.
Continued Availability and Cooperation. Following the termination of Executive’s employment for any reason, Executive will cooperate fully with Employer and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or other investigation involving Employer that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the Term. Executive is instructed to tell the truth in any litigation, administrative proceeding, or other investigation involving Employer and nothing herein shall be deemed or construed to suggest otherwise.
Continued Availability and Cooperation x. Xxxxxxx shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of Hillock’s employment by the Company or during the Severance Period. This cooperation by Hillock shall include, but not be limited to:
(i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company or the Company’s counsel reasonably requests;
(iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.
x. Xxxxxxx shall be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses incurred in connection with such cooperation, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Hillock, or with the requirements of any third party with whom Hillock has a business relationship permitted hereunder that provides remuneration to Hillock. Hillock shall not unreasonably withhold his availability for such cooperation.
c. Upon the Retirement Date, Hillock will update the Company as to the status of all pending matters for which he was responsible or otherwise involved. During the Severance Period, Hillock will perform such services and provide such consultations as the Company shall reasonably request.
d. The Company agrees to release Hillock and indemnify and hold him harmless against all liability or loss, and against all claims or actions, arising from or connected with his past activities as an employee of the Company to the extent allowed and in a manner consistent with the Company’s Code of Regulations and Ohio law. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Hillock for any conduct by Hillock alleged to be intentional or willful or that arises from a violation of any statutory prohibition unless such conduct wa...
Continued Availability and Cooperation. (a) Following termination of the Executive’s employment for any reason, the Executive shall reasonably cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company or its subsidiaries or affiliates that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company, and with respect to which the Executive has pertinent information. The Executive’s cooperation shall include, without limitation:
(i) Making himself reasonably available for interviews and discussions with the Company’s counsel, as well as for depositions and trial testimony;
(ii) If depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor, as and to the extent that the Company or the Company’s counsel reasonably requests;
(iii) Refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and
(iv) Reasonably cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.
(b) Any such cooperation shall be on reasonable notice and take into account the Executive’s professional and personal commitments. The Company shall reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if the Executive and the Company determine in good faith that separate counsel is needed) incurred in connection with any such cooperation.
Continued Availability and Cooperation. Following termination of the Executive’s employment and for all times during which the Executive remains employed by the Company, the Executive will reasonably cooperate with the Company Group and with the Company Group members’ counsel in connection with any present or future actual or threatened litigation, administrative proceeding or investigation involving any member of the Company Group that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company Group. The Company will reimburse the Executive for reasonable travel, lodging, telephone, and similar expenses incurred in connection with any such cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment.
