Common use of Cooperation in Legal Matters Clause in Contracts

Cooperation in Legal Matters. Executive will cooperate with the Company, during his/her employment and thereafter, with respect to any pending or threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (the “Claims”), by being reasonably available to testify on behalf of the Company, and to assist the Company by providing information, meeting and consulting with the Company or its representatives or counsel, as reasonably requested. In the event Executive is subpoenaed to testify or otherwise requested to provide information in any matter, including without limitation, any court action, administrative proceeding or government audit or investigation, relating to the Company, Executive agrees, unless otherwise required by law, that: (a) Executive will promptly notify the Company of any subpoena, summons or other request to testify or to provide information of any kind no later than three days after receipt of such subpoena, summons or request and, in any event, prior to the date set for Executive to provide such testimony or information; (b) Executive will cooperate with the Company with respect to such subpoena, summons or request for information; (c) Executive will not voluntarily provide any testimony or information without permission of the Company; and (d) Executive will permit the Company to be represented by an attorney of the Company's choosing at any such testimony or with respect to any such information to be provided, and will follow the instructions of the attorney designated by the Company with respect to whether testimony or information is privileged by the attorney-client and/or work product privileges of the Company. The Company will reimburse Executive for all out-of-pocket expenses reasonably incurred by Executive in connection with Executive's provision of such testimony or assistance, and if Executive is no longer employed by the Company, Executive will be paid a reasonable hourly rate (such hourly rate to be no less than his most recent Base Salary under this Agreement divided by 2000) for his time spent providing such cooperation. If requested by Executive, the Company will provide counsel to Executive at the Company's expense. Notwithstanding any other provision of this Agreement, the provisions of this Article V shall survive the termination of Executive's employment and the termination of this Agreement.

Cooperation in Legal Matters. Executive will cooperate with the Company, during his/her employment and thereafter, with respect to any pending or threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (the “Claims”), by being reasonably available to testify on behalf of the Company, and to assist the Company by providing information, meeting and consulting with the Company or its representatives or counsel, as reasonably requested. In the event Executive is subpoenaed to testify or otherwise requested to provide information in any matter, including without limitation, any court action, administrative proceeding or government audit or investigation, relating to the Company, Executive agrees, unless otherwise required by law, that: (a) Executive will promptly notify the Company of any subpoena, summons or other request to testify or to provide information of any kind no later than three days after receipt of such subpoena, summons or request and, in any event, prior to the date set for Executive to provide such testimony or information; (b) Executive will cooperate with the Company with respect to such subpoena, summons or request for information; (c) Executive will not voluntarily provide any testimony or information without permission of the Company; and (d) Executive will permit the Company to be represented by an attorney of the Company's ’s choosing at any such testimony or with respect to any such information to be provided, and will follow the instructions of the attorney designated by the Company with respect to whether testimony or information is privileged by the attorney-client and/or work product privileges of the Company. The Company will reimburse Executive for all out-of-pocket expenses reasonably incurred by Executive in connection with Executive's ’s provision of such testimony or assistance, and if Executive is no longer employed by the Company, Executive will be paid a reasonable hourly rate (such hourly rate to be no less than his most recent Base Salary under this Agreement divided by 2000) for his time spent providing such cooperation. If requested by Executive, the Company will provide counsel to Executive at the Company's ’s expense. Notwithstanding any other provision of this Agreement, the provisions of this Article V shall survive the termination of Executive's ’s employment and the termination of this Agreement.

Cooperation in Legal Matters. Executive will cooperate with Upon reasonable notice by the Company, during his/her employment Page shall voluntarily provide thorough and thereafter, with respect accurate information and truthful testimony to any pending or threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (the “Claims”), by being reasonably available to testify and on behalf of the CompanyCompany regarding (a) any litigation, arbitration, or government or other administrative investigations or proceedings initiated by, or brought or threatened against, any Company Entity or in which any Company Entity is an indemnifying party, including participating in meetings with counsel representing any Company Entity and testifying at depositions, trials or other proceedings or (b) any dispute between any Company Entity and any other entity or person (other than Page) arising from or related to any act or omission by Page that actually or allegedly occurred during the period of her Services. In making any request for cooperation or assistance under this Section 4, a Company Entity shall attempt to work with Page to arrange times that reasonably accommodate her, and in responding to assist the Company by providing informationany such request, meeting and consulting with the Company or its representatives or counsel, as Page shall reasonably requested. In the event Executive is subpoenaed to testify or otherwise requested to provide information in any matter, including without limitation, any court action, administrative proceeding or government audit or investigation, relating accommodate her schedule to the Company, Executive agrees, unless otherwise needs of such Company Entity. Except as may be required by law, that: (a) Executive will promptly notify the Company of any subpoena, summons or other request Page shall not disclose to testify or to provide information of any kind no later than three days after receipt of discuss with anyone who is not directing or assisting such subpoena, summons or request and, Company Entity in any eventsuch litigation, prior to arbitration or investigation, other than Page’s own attorney, the date set fact of or subject matter of the litigation, arbitration or investigation. If the services described above are requested, Page will be compensated at the rate of $218.75 per hour for Executive to provide such testimony or information; services as an independent contractor and will be reimbursed (b) Executive will cooperate consistent with the Company with respect to such subpoena, summons or request Company’s expense reimbursement policies and procedures) for information; (c) Executive will not voluntarily provide any testimony or information without permission of the Company; and (d) Executive will permit the Company to be represented by an attorney of the Company's choosing at any such testimony or with respect to any such information to be provided, and will follow the instructions of the attorney designated by the Company with respect to whether testimony or information is privileged by the attorney-client and/or work product privileges of the Company. The Company will reimburse Executive for all reasonable out-of-pocket expenses, including travel expenses reasonably but excluding legal fees and expenses, incurred by Executive her in connection with Executive's provision her compliance with this Section 4), provided that (i) Page shall not be entitled to receive any compensation or expense reimbursement pursuant to this Section 4 with respect to any litigation, arbitration, or government or other administrative proceeding (y) to which Page is a party or (z) for which, pursuant to the indemnification provisions of such testimony the Company’s charter and bylaws or assistance, a director and if Executive is no longer employed officer liability insurance policy maintained by the Company, Executive will Page either is eligible to receive expense reimbursements or is disqualified, under such indemnification provisions or insurance policy, from receiving expense reimbursements solely as the result of acts or omissions by her and (ii) in no event shall Page be paid a reasonable hourly rate (such hourly rate entitled to be no less than his most recent Base Salary under this Agreement divided by 2000) any compensation for his time spent providing such cooperation. If requested by Executivetestifying at depositions, the Company will provide counsel to Executive at the Company's expense. Notwithstanding any trials or other provision of this Agreement, the provisions of this Article V shall survive the termination of Executive's employment and the termination of this Agreementproceedings.