Common use of Cooperation and Non-Disparagement Clause in Contracts

Cooperation and Non-Disparagement. (a) If Executive's employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company's expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive's other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive's services shall be rendered by personal consultation at Executive's residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive's obligations hereunder, in accordance with the Company's normal expense reimbursement policies for senior executives. (b) If Executive's employment is terminated with or without Cause, Executive and the Company agree that neither shall make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedings. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, or detrimental to the business or business relationships of the Company, he shall provide the Company with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that the party about whom the disclosure is to be made waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel (such counsel's opinion to be obtained at the expense of the party seeking the protective order) is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.

Cooperation and Non-Disparagement. (a) If Executive's ’s employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company's ’s expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive's ’s other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive's ’s services shall be rendered by personal consultation at Executive's ’s residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive's ’s obligations hereunder, in accordance with the Company's ’s normal expense reimbursement policies for senior executives. (b) If Executive's ’s employment is terminated with or without Cause, Executive and the Company agree that neither shall make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedings. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, or detrimental to the business or business relationships of the Company, he shall provide the Company with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that the party about whom the disclosure is to be made waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel (such counsel's ’s opinion to be obtained at the expense of the party seeking the protective order) is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.

Cooperation and Non-Disparagement. (aFor so long as payments are due and owing to Executive pursuant to Section 5(b)(II)(A) If Executive's employment is terminated with or without Causehereof, Executive hereby agrees to that he will cooperate to the extent and in the manner requested any reasonable requests by the Company at in effecting an orderly management transition and will cooperate with all corporate or independent investigations by the Company's expense, in the prosecution Parent Board or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company Board and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive's other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive's services shall be rendered by personal consultation at Executive's residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office all governmental investigations of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15Parent. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive's obligations hereunder, in accordance with the Company's normal expense reimbursement policies for senior executives. (b) If Executive's employment is terminated with or without Cause, Executive and the Company agree hereby agrees that neither shall he will not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedingsCompany, the Company's affiliates or subsidiaries and/or their respective shareholders, directors or employees. Likewise, Company agrees that it will not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Executive. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, the Company's affiliates or subsidiaries and/or their respective shareholders, directors or employees or detrimental to the business or business relationships of the Company, he shall or the Company becomes legally compelled to disclose information that may be disparaging to Executive or detrimental to the business or business relationships of Executive, the party who is so legally compelled will provide the Company other with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this AgreementRelease. In the event that such protective order or remedy is not obtained, or that the party about whom that may be disparaged by the disclosure is to be made release of the information waives compliance with the provisions of this AgreementRelease, Executive or the Company, as the case may be, will furnish only such information that he or it is advised by written opinion of counsel (such counsel's opinion to be obtained at the expense of the party seeking the protective order) is legally required required, and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.

Cooperation and Non-Disparagement. (aFor so long as payments are due and owing to Executive pursuant to Section 5(b)(IV)(A) If Executive's employment is terminated with or without Causehereof, Executive hereby agrees to that he will cooperate to the extent and in the manner requested any reasonable requests by the Company at in effecting an orderly management transition and will cooperate with all corporate or independent investigations by the Company's expense, in the prosecution Parent Board or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company Board and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive's other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive's services shall be rendered by personal consultation at Executive's residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office all governmental investigations of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15Parent. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive's obligations hereunder, in accordance with the Company's normal expense reimbursement policies for senior executives. (b) If Executive's employment is terminated with or without Cause, Executive and the Company agree hereby agrees that neither shall he will not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedingsCompany, the Company's affiliates or subsidiaries and/or their respective shareholders, directors or employees. Likewise, Company agrees that it will not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Executive. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, the Company's affiliates or subsidiaries and/or their respective shareholders, directors or employees or detrimental to the business or business relationships of the Company, he shall or the Company becomes legally compelled to disclose information that may be disparaging to Executive or detrimental to the business or business relationships of Executive, the party who is so legally compelled will provide the Company other with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this AgreementRelease. In the event that such protective order or remedy is not obtained, or that the party about whom that may be disparaged by the disclosure is to be made release of the information waives compliance with the provisions of this AgreementRelease, Executive or the Company, as the case may be, will furnish only such information that he or it is advised by written opinion of counsel (such counsel's opinion to be obtained at the expense of the party seeking the protective order) is legally required required, and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.