Common use of Continued Availability and Cooperation Clause in Contracts

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 was specifically requested by the Company. Hillock warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.

Continued Availability and Cooperation. x. Xxxxxxx a) Xxxxx 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 Xxxxx’ employment by the Company or during the Severance Period. This cooperation by Hillock Xxxxx 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 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 b) Xxxxx 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 HillockXxxxx, or with the requirements of any third party with whom Hillock Xxxxx has a business relationship permitted hereunder that provides remuneration to HillockXxxxx. Hillock Xxxxx shall not unreasonably withhold his availability for such cooperation. c. c) Upon the Retirement Transition Date, Hillock Xxxxx 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. d) The Company agrees to release Hillock Xxxxx 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 Company, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the extent allowed and in a manner consistent with the Company’s Code defense of Regulations and Ohio lawany such claims or actions. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Hillock Xxxxx for any conduct by Hillock Xxxxx alleged to be intentional or willful or that arises from a violation of any statutory prohibition unless such conduct was specifically requested by the Company. Hillock Xxxxx warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.

Continued Availability and Cooperation. x. Xxxxxxx (a) Wxxxxxxxxx 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 Wxxxxxxxxx’x employment by the Company or during from the Termination Date until the end of the Severance Period. This cooperation by Hillock Wxxxxxxxxx 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 (b) Except in connection with any investigation, civil or administrative proceeding or arbitration in which Wxxxxxxxxx has been named a defendant in his individual capacity, the Company shall reimburse Wxxxxxxxxx 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 HillockWxxxxxxxxx, or with the requirements of any third party with whom Hillock Wxxxxxxxxx has a business relationship permitted hereunder that provides remuneration to HillockWxxxxxxxxx. Hillock Wxxxxxxxxx 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 Wxxxxxxxxx shall not be entitled to any additional compensation in connection with his services under Paragraph 9(a) of this Agreement. Thereafter, except in connection with any investigation, civil or administrative proceeding or arbitration in which Wxxxxxxxxx has been named a defendant in his individual capacity, Wxxxxxxxxx shall, in addition to any other amounts that may be payable to him pursuant to this Agreement or otherwise, be entitled to a payment at an hourly rate $200 per hour for each reasonable and documented hour spent to perform such services and provide such consultations as the Company under Paragraph 9(a); provided, however, that Wxxxxxxxxx shall reasonably requestnot be entitled to any payment for time spent preparing to testify or actually testifying under oath. d. (c) The Company agrees to release Hillock and indemnify and hold him harmless Wxxxxxxxxx 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 permitted under, and in a manner consistent with 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 Wxxxxxxxxx for any conduct by Hillock Wxxxxxxxxx alleged to be intentional or willful or that arises from a violation of any statutory prohibition unless such conduct was specifically requested by the Company. Hillock warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.

Continued Availability and Cooperation. x. Xxxxxxx shall A. Mxxxxxx xxxll cooperate fully with the Company and with the Company’s '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 Mahoxxx'x xxxloyment by the Company or during the Severance Period or the Consulting Period. This cooperation by Hillock shall Mahoxxx xxxll include, but not be limited to: (iI) making himself reasonably available for interviews and discussions with the Company’s 's counsel as well as for depositions and trial testimony; (iiII) 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 's counsel reasonably requests; (iiiIII) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (ivIV) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. x. Xxxxxxx shall B. Mxxxxxx xxxll 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 HillockMahoxxx, or xx with the requirements of any third party with whom Hillock has Mahoxxx xxx a business relationship permitted hereunder that provides remuneration to HillockMahoxxx. Hillock shall Xxhoxxx xxxll not unreasonably withhold his availability for such cooperation. c. C. Upon the Retirement Transition Date, Hillock will Mahoxxx xxxl 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 Mahoxxx xxxl perform such services and provide such consultations as the Company shall reasonably request. d. D. The Company agrees to release Hillock and Mahoxxx xxx 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 or his activities in the performance of consulting services pursuant to Paragraph 2, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the extent allowed and in a manner consistent with the Company’s Code defense of Regulations and Ohio lawany such claims or actions. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Hillock for Mahoxxx xxx any conduct by Hillock alleged Mahoxxx xxxeged to be intentional or willful or that arises from a violation of any statutory prohibition unless such conduct was specifically requested by the Company. Hillock warrants Mahoxxx xxxrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.

Continued Availability and Cooperation. x. Xxxxxxx Xxxxx shall cooperate fully with the Company and with the Company’s '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:or (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 or the Company’s 's counsel reasonably requests; (iii) refraining from impeding in any way the Company’s 's prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s 's prosecution or defense of such litigation or administrative proceeding. x. Xxxxxxx Xxxxx 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 HillockXxxxx, or with the requirements of any third party with whom Hillock Xxxxx has a business relationship permitted hereunder that provides remuneration to HillockXxxxx. Hillock Xxxxx shall not unreasonably withhold his availability for such cooperation, and the Company shall use its best efforts to provide Xxxxx with reasonable advance notice of any matter with respect to which his assistance is to be sought. c. Upon the Retirement Date, Hillock Xxxxx 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 Xxxxx will perform such services and provide such consultations as the Company shall reasonably and specifically request, and shall not do so if not so requested. This Agreement shall not be construed to prohibit Xxxxx from engaging in any other employment or any other trade or business activity that is not in violation of his obligations hereunder. d. The Company agrees to release Hillock Xxxxx 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 Company, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the extent allowed and in a manner consistent with the Company’s Code defense of Regulations and Ohio lawany such claims or actions. 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 was specifically requested by the Company. Hillock warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee.harmless