Common use of Continued Availability and Cooperation Clause in Contracts

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) 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 testimonytherefor, 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 (iviii) Reasonably cooperating fully in the development and presentation of the Company Group’s prosecution or defense of such litigation or administrative proceeding; provided that, if applicable, in each case, such cooperation will take into account the Executive’s responsibilities to a new employer. (b) The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if for independent legal counsel is authorized in advance in writing by reasonably acceptable to 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. However, the Executive will not be entitled to any separate compensation for any matter referred to in this Section 11.

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 testimonytherefor, 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. However, the Executive will not be entitled to any separate compensation for any matter referred to in this Section 12.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive Xxxxx will reasonably cooperate with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or future actual or threatened litigation, administrative proceeding or investigation involving any member of the Company Group or any of its subsidiaries or affiliates that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s Xxxxx’x employment by by, or service with, the Company Groupor any subsidiary or affiliate thereof. Cooperation will include: , but not be limited to, (ia) Being being reasonably available for interviews and discussions with the Company Group members’ Company’s counsel, as well as for depositions and trial testimony; ; (iib) If if depositions or trial testimony are to occur, being reasonably available and cooperating in the preparation for such testimonytherefor, as and to the extent that the Company Group or any Company Group memberCompany’s counsel reasonably requests; ; (iiic) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and and (ivd) Reasonably reasonably cooperating fully in the development and presentation of the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding. (b) . The Company will reimburse the Executive Xxxxx for reasonable travel, lodging, lodging and telephone and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is authorized in advance in writing by the Company), expenses incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Executive’s Xxxxx’x termination of employmentemployment or service, provided that Xxxxx will not be entitled to any separate compensation for any matter referred to in this Section 5.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive agrees that, consistent with the Executive’s business and personal affairs and his fiduciary duties to the Company, he will reasonably cooperate fully with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or and 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(other than any litigation, administrative proceeding or investigation in which the Executive and the Company are opposing parties); provided, however, nothing in this Section 14 shall require the Executive to cooperate in such a way that would jeopardize his legal interest. Cooperation will include, but is not limited to: (i) Being making himself reasonably available for interviews and discussions with the Company Group members’ counsel, Company’s counsel as well as for depositions and trial testimony; (ii) If if depositions or trial testimony are to occur, being making himself reasonably available and cooperating in the preparation for such testimonytherefore, as and to the extent that the Company Group or any Company Group memberthe Company’s counsel reasonably requests; (iii) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company GroupCompany’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 Companynecessary), 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) 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 testimonytherefor, 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. However, the Executive will not be entitled to any separate compensation for any matter referred to in this Section 11.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive will reasonably cooperate cooperate, at the Company’s sole expense, 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) 13.1 Being reasonably available for interviews and discussions with the Company Group members’ counsel, as well as for depositions and trial testimony; (ii) 13.2 If depositions or trial testimony are to occur, being reasonably available and cooperating in the preparation for such testimonytherefore, as and to the extent that the Company Group or any Company Group member’s counsel reasonably requests; (iii) 13.3 Refraining from impeding in any way the Company Group’s prosecution or defense of such litigation or administrative proceeding; and (iv) 13.4 Reasonably cooperating fully in the development and presentation of the Company Group’s prosecution or defense of such litigation or administrative proceeding. (b) 13.5 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, such authorization not to be unreasonably withheld), incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Executive’s termination of employment. However, the Executive will not be entitled to any separate compensation for any matter referred to in this Section 13.

Continued Availability and Cooperation. (a) Following termination the Separation Date and in consideration of the Executive’s employmentpayments made under Section 3 herein, the Executive will reasonably shall cooperate fully with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or and future actual or threatened litigation, litigation or 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 GroupCompany. Cooperation This cooperation by Executive will include, but not be limited to: (i) Being making himself reasonably available for interviews and discussions with the Company Group members’ counsel, Company’s counsel as well as for depositions and trial testimony; (ii) If if depositions or trial testimony are to occur, being making himself reasonably available and cooperating in the preparation for such testimony, therefor as and to the extent that the Company Group or any Company Group memberthe Company’s counsel reasonably requests; (iii) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding. (b) The Executive will be reimbursed by 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 Companynecessary), incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Separation Date. Executive shall not unreasonably withhold Executive’s termination of employmentavailability for such cooperation, consultation and advice.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive agrees that, consistent with the Executive’s business and personal affairs, he will reasonably cooperate fully with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or and 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 GroupCompany. Cooperation will include, but is not limited to: (i) Being making himself reasonably available for interviews and discussions with the Company Group members’ counsel, Company’s counsel as well as for depositions and trial testimony; (ii) If if depositions or trial testimony are to occur, being making himself reasonably available and cooperating in the preparation for such testimonytherefore, as and to the extent that the Company Group or any Company Group memberthe Company’s counsel reasonably requests; (iii) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company GroupCompany’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 Companynecessary), 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) Following In the event of termination of the Executive’s employment, the Executive will reasonably shall cooperate fully with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or and future actual or threatened litigation, litigation or 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 GroupCompany. Cooperation This cooperation by the Executive will include, but not be limited to: (i) Being making himself reasonably available for interviews and discussions with the Company Group members’ counsel, Company’s counsel as well as for depositions and trial testimony; (ii) If if depositions or trial testimony are to occur, being making himself reasonably available and cooperating in the preparation for such testimony, therefor as and to the extent that the Company Group or any Company Group memberthe Company’s counsel reasonably requests; (iii) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding. (b) The Executive will be reimbursed by 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 Companynecessary), incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Executive’s termination of employment. The Executive shall not unreasonably withhold the Executive’s availability for such cooperation, consultation and advice. The Executive shall be entitled to a fee of $500 per hour for any services (including travel time) provided pursuant to this Section 15 to the extent such services are provided when the Executive is not receiving payments pursuant to the terms of this Agreement.

Continued Availability and Cooperation. (a) Following termination of the Executive’s employment, the Executive will reasonably shall cooperate fully with the Company Group and with the Company Group members’ Company’s counsel in connection with any present or and 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 GroupCompany. Cooperation will include, but is not limited to: (i) Being Making himself reasonably available for interviews and discussions with the Company Group members’ counsel, Company’s counsel as well as for depositions and trial testimony; (ii) If if depositions or trial testimony are to occur, being making himself reasonably available and cooperating in the preparation for such testimonytherefore, as and to the extent that the Company Group or any Company Group memberthe Company’s counsel reasonably requests; (iii) Refraining refraining from impeding in any way the Company GroupCompany’s prosecution or defense of such litigation or administrative proceeding; and (iv) Reasonably cooperating fully in the development and presentation of the Company GroupCompany’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 Companynecessary), incurred in connection with any such cooperation, consultation and advice rendered under Section 12 of this Agreement after the Executive’s termination of employment. If such cooperation is required outside of the period of time for which any severance is due, the Company will pay Executive for his time at a rate equal to 1/360th of his Base Salary as of the termination of his employment for each day, or part of a day, required for his cooperation.

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.