Cooperation and Indemnification. Executive agrees that Executive will cooperate (i) with UnitedHealth Group in the defense of any legal claim involving any matter that arose during Executive’s employment with UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment.
Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment.
Cooperation and Indemnification. The Corporation agrees to indemnify and hold harmless the Subscriber against any losses, damages or liabilities to which the Subscriber may become subject under the 1933 Act or otherwise insofar as said losses damages or liabilities (or actions in respect thereof) relate to the sale of stock by them in connection with such registration statement, arising from any untrue statement or alleged untrue statement of material fact or from the omission or the alleged omission therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with information furnished by the Subscriber for use in the preparation thereof. The Corporation agrees to reimburse the Subscriber for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability. The Subscriber agrees to cooperate fully with the Corporation in the preparation and filing of any registration statement which includes any Registrable Securities owned by the Subscriber. The Subscriber will provide at its own expense and in writing to the Corporation all information and data with respect to itself and to its plan of distribution as shall be required by the rules and regulations of the SEC to be included in any such registration statement. The Subscriber further agrees to indemnify and hold harmless the Corporation, each of its directors, and each of its officers who has signed such registration statement (or any amendments thereof) and each person, if any, who controls the Corporation, within the meaning of the 1933 Act, against any losses, damages or liabilities to which the Corporation, or any such director, officer or controlling person of the Corporation may become subject under the 1933 Act or otherwise, insofar as said losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or...
Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation, and will pay Executive a reasonable hourly rate for such cooperation above 20 hours per calendar year. UnitedHealth Group will indemnify Executive, to the maximum extent permitted by the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment.
Cooperation and Indemnification. Executive agrees that Executive will cooperate (i) with UnitedHealth Group in the defense of any legal claim involving any matter that arose during Executive’s employment with UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group’s requests hereunder will be reasonable as to time and duration as is needed to permit Executive to meet her then current professional responsibilities. In addition, UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. After completion of a two-year period following the termination of Executive’s employment, if Executive’s cooperation is requested, UnitedHealth Group will pay Executive an hourly rate of $300 to compensate Executive for any time spent in response to a request made hereunder. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment. UnitedHealth Group will indemnify Executive and hold her harmless from all costs, fees, and/or damages Executive incurs in connection with a claim by her former employer that Executive breached a written obligation she owed to it, other than a breach that results from Executive acting or failing to act at a time when Executive knew that her action or failure to act would or was reasonably likely to breach such written obligation.
Cooperation and Indemnification. Executive agrees to cooperate fully (i) with the Corporation in the investigation, prosecution or defense of any potential claims or concerns regarding the Corporation’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by the Corporation, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning the Corporation. The Corporation will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. The Corporation will indemnify Executive, in accordance with the Delaware General Corporation Law, for all claims and other covered matters arising in connection with Executive’s employment.
Cooperation and Indemnification. The Company agrees to cooperate fully in providing required documentation for due diligence, assist in the preparation and review of required documentation, and response to regulatory comments. Management must also be reasonably accessible from time to time for personal and telephone conferences. The adequacy and accuracy of representations concerning the financial condition of the Company, its operations, management, properties and structure are the responsibility and representation of the Company and its management. Any information furnished to us will be deemed to be full, accurate and fair disclosure. In the event that any matter becomes untrue or misleading, even if it was true when the representation was made, you will immediately bring the change of circumstances to our attention. In addition to the payment of fees and reimbursement of fees and expenses provided for above, the Company agrees to indemnify us and our affiliates with regard to the matters contemplated herein.
Cooperation and Indemnification. (a) Consultant agrees to reasonably cooperate and assist in the defense of all actions or proceedings brought against the Company. The Company will reimburse Consultant for all related and customary out-of-pocket expenses in connection therewith and will pay Consultant reasonable per diem compensation.
(b) The Company acknowledges that the execution of this Termination Agreement is not intended to modify or alter any corporate indemnification rights which Consultant may have as an officer, director, employee or agent of the Company pursuant to the Company's organizational documents, by-laws, resolutions or other corporate instruments or by-law. In addition, the Company shall indemnify Consultant if Consultant is made a party or threatened to be made a party to any action, suit or proceeding, whether civil or criminal, administrative or investigative by reason of the fact that Consultant is or was a director, officer , employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorneys' fees), judgment, fines, and amounts paid in settlement actually and reasonable incurred by Consultant in connection with such action, suit or proceeding if Consultant acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful.
Cooperation and Indemnification. In addition to her other obligations under the Agreement, prior to and following the Termination Date, the Executive will cooperate with the Company and its legal and other advisors in connection with any litigation, claims, investigations, administrative or other proceedings involving any Company Parties with respect to matters occurring while the Executive was employed by the Company. The Company reaffirms its indemnity obligation to the Executive arising under the by-laws of the Company or Harley-Davidson, Inc. for any matter that has arisen, arises or may arise in the future in connection with the Executive’s employment with the Company, subject to the terms (including the exceptions) of such indemnity obligations, including without limitation the lawsuits that Harley-Davidson, Inc. disclosed under the heading “Shareholder Lawsuits” in Note 8 to the Consolidated Financial Statements included in its Quarterly Report on Form 10-Q for the quarter ended March 26, 2006.
Cooperation and Indemnification. The Company agrees that that certain Exobox Technologies Corp. Officer & Director Indemnification Agreement between the Company and Executive dated effective as of March 1, 2008, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the “Indemnification Agreement”) will be in effect as of the date hereof and continue in accordance with the Indemnification Agreement to the benefit of Executive as a former officer and director thereunder notwithstanding the fact that the employment agreement to which the Indemnification Agreement was originally attached is no longer of any force or effect and may never have been valid and enforceable against the Company. In consideration for such the Company’s reaffirming its obligations under the Indemnification Agreement, Executive agrees to make himself freely available to cooperate in the defense and in the preparation of the legal response to any matter covered thereunder. Executive agrees to cooperate to the fullest extent of his abilities with Company and, if requested by Company to do so, with any attorney, expert or other person Company may designate, in the investigation, defense and resolution of any threatened or asserted litigation, claim, potential claim, or investigation initiated by or involving the Company, including, without limitation, truthfully testifying on behalf of Company in connection with any such investigation or proceeding.
