Common use of Continued Availability and Cooperation Clause in Contracts

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) EMPLOYEE Following the Separation Date, Employee agrees as follows: (1) Employee will make himself/herself himself reasonably available to THE COMPANY the Company either by telephone or, if reasonably necessary, in person upon reasonable advance notice, to assist THE COMPANY the Company in connection with any matter relating to services performed by him/her him on behalf of THE COMPANY the Company prior to the Separation Date. (b2) EMPLOYEE Employee further agrees that he/she he will take reasonable actions to cooperate fully with THE COMPANY 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 COMPANYthe Company, its directors, shareholders, officers, or employees. (c3) EMPLOYEE Employee will take reasonable actions to cooperate in connection with such claims or actions referred to above including, without limitation, his/her his being available to meet with THE COMPANY 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 COMPANYthe Company. (d4) EMPLOYEE Employee further agrees that should he/she he 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 the Company in connection with any claims or legal proceedings against THE COMPANYthe Company, he/she he will promptly notify THE COMPANY 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. (e5) Notwithstanding the provisions herein, EMPLOYEE Employee acknowledges that his/her his cooperation obligation requires him/her him to participate truthfully and accurately in all matters contemplated under this Section. (b) Following the Separation Date, the Company agrees to continue paying for counsel for Employee in connection with the Department of Justice investigation of the Company’s promotional activities with respect to Megace® ES consistent with applicable law and the Company’s bylaws, provided that Employees complies with his obligations hereunder.

Continued Availability and Cooperation. (a) EMPLOYEE will make himself/herself himself 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 him on behalf of THE COMPANY prior to the Separation Date. (b) EMPLOYEE further agrees that he/she he 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 his 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 he 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 he 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 his cooperation obligation requires him/her him to participate truthfully and accurately in all matters contemplated under this Section. (f) THE COMPANY agrees that it will not unreasonably interfere with any employment obligations the EMPLOYEE may have to any third party at the time it requests EMPLOYEE’s availability and cooperation, nor shall EMPLOYEE unreasonably withhold his availability and cooperation, as detailed in this Section 14.

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 him on behalf of THE COMPANY prior to and after the Separation Date. (b) EMPLOYEE further agrees that he/she that, prior to and after the Separation Date, he 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 actions, prior to and after the Separation Date, to cooperate in connection with such claims or actions referred to above including, without limitation, his/her his 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 he 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 prior to and after the Separation Date and in connection with any claims or legal proceedings against THE COMPANY, he/she he 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 his cooperation obligation requires him/her him to participate truthfully and accurately in all matters contemplated under this Section.

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.