Cooperation in Proceedings. The Company and Executive agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Executive was involved during his employment with the Company and the Insight Group, or that concerns any matter of which Executive has information or knowledge (collectively, a “Proceeding”). Executive’s duty of cooperation includes, but is not limited to: (a) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Executive’s recollection of events; (b) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge of matters at issue; and (c) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Executive has knowledge. The Company’s duty of cooperation includes, but is not limited to: (i) providing Executive and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and all reasonable costs and expenses, including reasonable legal fees in connection with any request for cooperation from the Company as set forth in this Section 7. In addition, Executive agrees to notify the Insight Group’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Executive promptly of any requests for information or testimony that it receives relating to Executive. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.
Cooperation in Proceedings. During and after the termination of Employee’s employment, Employee will cooperate fully and at reasonable times with the Company and its subsidiaries in all litigations and regulatory proceedings on which the Company or any subsidiary seeks Employee’s assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee will be available to testify at such litigations and other proceedings, and will cooperate with counsel to the Company in preparing materials and offering advice in such litigations and other proceedings. If Employee is not then employed by the Company, the Company shall pay to Employee reasonable compensation for documented time spent in such cooperation, consistent with his or her compensation from the Company prior to termination. Except as required by law and then only upon reasonable prior written notice to the Company, Employee will not in any way cooperate or assist any person or entity in any matter which is adverse to the Company or to any person who was at any time an officer or director of the Company.
Cooperation in Proceedings. In all cases of termination of Executive’s employment, including upon Executive’s termination of employment upon the expiration of this Agreement, unless otherwise agreed to in writing, Executive agrees to cooperate with the Company and its Affiliated Entities with respect to any litigation or administrative proceedings involving any matters with which Executive was involved during Executive’s employment with the Company. Such cooperation shall be at such time or times requested by the Company upon reasonable advance notice to Executive and the Company shall cover any reasonable out-of-pocket expenses of Executive in so cooperating.
Cooperation in Proceedings. During and after the termination of Employee's employment, Employee shall for reasonable compensation consistent with his compensation from CECO cooperate fully and at reasonable times with any of the Companies in all litigation and regulatory proceedings with respect to which any of the Companies seeks Employee's assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee shall be available to testify at such litigations and other proceedings, and will cooperate with counsel to the Companies in preparing materials and offering advice in such litigation and other proceedings. Except as required by law, and then only upon reasonable prior written notice to CECO, Employee shall not in any way cooperate or assist any person or entity in any matter which is adverse to any of the Companies or to any person who was at any time an officer or director of any of the Companies.
Cooperation in Proceedings. During and after the termination of Employee's employment, Employee shall cooperate fully and at reasonable times with Blue Rhino in all litigation and regulatory proceedings with respect to which Blue Rhino seeks Employee's assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee shall be available to testify at such litigation and other proceedings, and will cooperate with counsel to Blue Rhino in preparing materials and offering advice in such litigation and other proceedings. To the extent Employee is no longer employed by Blue Rhino, should Employee avail himself in accordance with this Section 14, Blue Rhino shall compensate Employee for any wages lost by Employee in connection with his current employment plus any travel and incidental expenses incurred by Employee.
Cooperation in Proceedings. 1. The participating agencies of the Parties shall fully cooperate in providing information, evidence and testimony that may be needed in any investigation and subsequent prosecution or other proceeding resulting from integrated cross-border maritime law enforcement operations.
2. Cooperation shall include:
(a) using best efforts to facilitate a request by the other Party to provide any relevant information or evidence in the possession or control of the participating agencies; and
(b) using best efforts to facilitate the availability and appearance of any designated cross-border maritime law enforcement officer or other employee of a participating agency in order to give testimony relevant to any prosecution or proceeding resulting from integrated cross- border maritime law enforcement operations.
3. The Central Authority of each Party, or officials designated by the Central Authority, shall have the authority to make, receive and respond to requests for information, evidence and testimony under this Article.
4. If a competent judicial authority of a Party, in relation to a prosecution or other proceeding, issues a subpoena or order relating to the production of information or evidence referenced in paragraph 2(a), or the appearance of a witness referenced in paragraph 2(b), that Party may make a request for such information, evidence or appearance pursuant to paragraph 3, and the relevant participating agency shall use best efforts to facilitate such request.
5. When the Party receiving a request believes that information, evidence or testimony sought pursuant to this Article may include, or give rise to the disclosure of, information that it views as privileged or otherwise sensitive, it shall so advise the requesting Party. Either Party may request consultations to determine whether there are limitations on disclosure, assertions of privilege, restrictions on a potential witness’s testimony or other conditions that may be sufficient to address the concerns of the Party receiving a request.
6. Before denying or postponing the provision or facilitation of information, evidence or testimony pursuant to this Article, the Party receiving a request shall, through its Central Authority and in consultation with its relevant prosecution authorities, promptly inform the Central Authority of the requesting Party of the reason for considering denial or postponement. The Central Authority of the requesting Party shall consult with its relevant prosecution authoriti...
Cooperation in Proceedings. After the termination of Executive’s employment with the Company, Executive shall continue to make himself reasonably available at reasonable times, so as not to unreasonably interfere with his ongoing business activities, to the Company to advise the Company, at its request, about disputes with third parties as to which Executive has knowledge, and, Executive agrees to cooperate fully with the Company in connection with litigation, arbitrations and similar proceedings and to provide testimony with respect to Executive’s knowledge in any such litigation, arbitrations and similar proceedings involving the Company, in all cases without additional compensation or consideration from the Company. In the event Executive is requested to cooperate with the Company as provided in this paragraph 10, the Company shall reimburse Executive for his reasonable out-of-pocket, travel, lodging expenses and, under circumstances where there is a conflict and Executive cannot be adequately represented by counsel for the Company, legal expenses. Under circumstances where Executive can be adequately represented by counsel for the Company without conflict of interest, the Company shall have an affirmative obligation to cause such counsel to fairly represent Executive’s interests in such litigation, arbitrations or similar proceedings at the Company’s cost, and the determination whether Executive can be adequately represented by counsel without conflict of interest shall be made in good faith by the Company’s counsel according to the cannons of ethics of the New York State Bar Association.
Cooperation in Proceedings. During and after the termination of Employee's employment, Employee shall for reasonable compensation consistent with his compensation from K&B cooperate fully and at reasonable times with any of the Companies in all litigation and regulatory proceedings with respect to which any of the Companies seeks Employee's assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee shall be available to testify at such litigations and other proceedings, and will cooperate with counsel to the Companies in preparing materials and offering advice in such litigation and other proceedings. Except as required by law, and then only upon reasonable prior written notice to K&B, Employee shall not in any way cooperate or assist any person or entity in any matter which is adverse to any of the Companies or to any person who was at any time an officer or director of any of the Companies.
Cooperation in Proceedings. During and after the termination of Employee’s employment, Employee will cooperate fully at reasonable times with the Company in all litigations, investigations, and/or regulatory proceedings on which the Company seeks Employee’s assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee will testify at such litigations and other proceedings, and will cooperate with counsel to the Company in preparing materials and providing information regarding such matters. Except as required by law and/or related to an investigation by a government agency, Employee will not in any way cooperate or assist any person or entity in any matter which is adverse to the Company. Employee understands that nothing in this Agreement shall limit Employee’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity or from cooperating with any government investigation, making a truthful statement or complaint to law enforcement or a government agency, testifying under oath to law enforcement or a government agency, or from complying with a properly-served and lawfully-issued subpoena or similar order issued by a government agency or court of competent jurisdiction.
Cooperation in Proceedings. If any action or proceeding is brought by or against us in relation to this Agreement or arising out of any act or omission by us required or permitted under this Agreement, you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.
