Common use of Continued Availability and Cooperation Clause in Contracts

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.

Appears in 3 contracts

Samples: Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.)

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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: (ia) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (iib) 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 Company or the Company’s counsel reasonably requests; (iiic) refraining from impeding in any way the Company’s or any of its Affiliates’ prosecution or defense of such litigation or administrative proceeding; and (ivd) 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.

Appears in 1 contract

Samples: Employment Agreement (Cooper Tire & Rubber Co)

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 '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 '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 '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 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s '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 's or any of its Affiliates' prosecution or defense of such litigation or administrative proceeding. (b) In addition to Executive’s '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.

Appears in 1 contract

Samples: Employment Agreement (Westborn Service Center, Inc.)

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 Company 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.

Appears in 1 contract

Samples: Employment Agreement (Cooper Tire & Rubber Co)

Continued Availability and Cooperation. (a) In the event of a TerminationFollowing any Termination Date, 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 therefore as and to the extent that the Company, any of its Affiliates Company 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 the Executive’s obligations under this Section 18, during the Non-Compete Period, the 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 the Executive.

Appears in 1 contract

Samples: Employment Agreement (Cooper Tire & Rubber Co)

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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 Company 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 1819, 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.

Appears in 1 contract

Samples: Employment Agreement (Cooper Tire & Rubber Co)

Continued Availability and Cooperation. (a) In the event of a TerminationFollowing any Termination Date, 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 Company 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 the Executive’s obligations under this Section 18, during the Non-Compete Period, the 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 the Executive.

Appears in 1 contract

Samples: Employment Agreement (Cooper Tire & Rubber Co)

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