Cooperation; Non-Disparagement. (a) The Chairman agrees not to disparage the Company or any of its affiliates and/or any officers, directors, employees, shareholders and/or agents in any manner intended or reasonably likely to be harmful to them or their business, business reputation or personal reputation. The Company shall ensure that its directors and executive officers do not disparage the Chairman in any manner intended or reasonably likely to be harmful to the Chairman’s business or personal reputation.
(b) The Chairman agrees that the Chairman will use commercially reasonable efforts to cooperate with the Company, to the extent reasonably requested by the Company, to consult, advise and provide relevant input with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters that are within the scope of the Chairman’s duties and responsibilities to the Company and its affiliates during the Term.
Cooperation; Non-Disparagement. At the Company’s reasonable request and upon reasonable notice, I will, from time to time and without further consideration, timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents as may be necessary or appropriate to formalize and complete the Company’s corporate records and, for up to five (5) hours in any calendar month (on a non-cumulative basis) for one year following the termination of my employment, discuss and consult with the Company regarding other matters relating to my responsibilities while employed by the Company. I will not malign, defame, or disparage the reputation, character, image, products, or services of the Company, or the reputation or character of the Company’s directors, officers, employees, or agents. However, nothing in this Release will be interpreted to prohibit me from cooperating with any civil or criminal investigation or giving truthful information in response to a valid subpoena or court order.
Cooperation; Non-Disparagement. 6.1 EMPLOYEE further agrees that they will not communicate to any person (whether individual, firm, organization, governmental agency, or other entity) any facts or opinions that might tend to disparage, degrade or harm the reputation of the Released Parties unless otherwise permitted by law. This includes making unflattering remarks about any of the Released Parties on the Internet or social media. Similarly, EMPLOYEE will not communicate the terms of this Agreement to anyone other than their accountant, spouse, or legal advisor.
6.2 Any violation by EMPLOYEE of any of the provisions of this Agreement would result in irreparable injury to EMPLOYER, and EMPLOYER shall be entitled to seek injunctive relief to prevent or terminate such violation, in addition to any other rights and remedies which may be available to EMPLOYER at law or in equity.
Cooperation; Non-Disparagement. Parent and the Company agree (i) to use reasonable efforts to refer all customer inquiries relating to the Business to Buyer, from and after the Closing Date, and (ii) to not take any action which is intended or would reasonably be expected to have the effect of discouraging any material customers, suppliers, vendors, service providers, lessors or licensors from maintaining their existing business relationships with the Business, in each case during the two (2) year period beginning on the Closing Date.
Cooperation; Non-Disparagement. (a) The Chairman agrees not to disparage Demand, the Company, or any of their respective affiliates and/or any officers, directors, employees, shareholders and/or agents of the foregoing in any manner intended or reasonably likely to be harmful to them or their business, business reputation or personal reputation. Demand shall ensure that its directors and executive officers do not disparage the Chairman in any manner intended or reasonably likely to be harmful to the Chairman’s business or personal reputation.
(b) The Chairman agrees that the Chairman will use commercially reasonable efforts to cooperate with Demand, to the extent reasonably requested by Demand, to consult, advise and provide relevant input with respect to: (i) any internal investigation or administrative, regulatory or judicial proceeding involving matters that were within the scope of the Chairman’s duties and responsibilities to Demand and its affiliates during employment with Demand, and (ii) the transition of the Chairman’s prior job duties and responsibilities.
Cooperation; Non-Disparagement. (a) In the event of any Legal Proceeding challenging any transaction contemplated by this Agreement or relating to, or arising out of, any Purchaser Released Matters or matter for which Seller Indemnified Parties intend to seek indemnification under Section 6.3, or with respect to any discussion, negotiation or other interaction between Gramercy, St. Xxx, GAH, GAH II, SAB, NAAC and their respective Affiliates, on one side, and any Governmental Entity, including the GOJ, on the other side, relating to or arising from the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of Gramercy and St. Xxx, CAC, CLI, and NSA shall, and shall cause their respective Affiliates to, reasonably cooperate in all respects with Gramercy, St. Xxx, GAH, GAH II, SAB, NAAC and their respective Affiliates, at the expense of Gramercy, St. Xxx, GAH, GAH II, SAB, and NAAC, in respect to the defense or settlement of such matter or with respect to such discussion, negotiation or other interaction, including by providing reasonable access to personnel and relevant records and other information, in each case as reasonably determined by the indemnifying or releasing party, in order to assist such party in fully defending any matter for which the Seller Releasees or Seller Indemnified Parties seek indemnification hereunder.
(b) In the event of any Legal Proceeding challenging any transaction contemplated by this Agreement or relating to, or arising out of, any Seller Released Matters or matter for which Purchaser Indemnified Parties intend to seek indemnification under Xxxxxxx 0.0, XXXX, XXX, XXX XX, XXX, Xx. Xxx and Gramercy shall, and shall cause their respective Affiliates to, reasonably cooperate in all respects with CAC, CLI and NSA and their respective Affiliates, at the expense of CAC, CLI and NSA, in respect to the defense or settlement of such matter, including by providing reasonable access to personnel and relevant records and other information, in each case as reasonably determined by the indemnifying or releasing party, in order to assist such party in fully defending any matter for which the Purchaser Releasees or Purchaser Indemnified Parties seek indemnification hereunder.
(c) For a period of five years commencing after the Closing Date, CAC and its Affiliates shall not directly or indirectly (i) make any public or private statement, whether written or oral, that disparages, defames, is derogatory about or misreprese...
Cooperation; Non-Disparagement. After the Closing, upon the request of another Party, each Party shall execute and deliver any and all further materials, documents and instruments of conveyance, transfer or assignment as may reasonably be requested by such other Party to effect, record or verify the transfer to, and vesting in the Selling Entities, of Landos’ right, title and interest in and to the Acquired Assets and the assumption by the Selling Entities of the Assumed Liabilities, in each case in accordance with the terms of this Agreement. After the Closing, Landos shall: (x) use commercially reasonable efforts to refer to Agent all material inquiries specifically relating to the Acquired Business; (y) satisfy the Excluded Liabilities in a manner that is intended to be or would not be reasonably expected to be detrimental to any of such relationships; and (z) promptly use commercially reasonable efforts to deliver to Agent (i) any mail, packages and other communications addressed to Landos specifically relating to the Acquired Business and (ii) any cash or other property that Lxxxxx receives and that properly belongs to the Selling Entities. After the Closing, Agent, the Stockholders and the Buyer Transferee shall: (x) use commercially reasonable efforts to refer to Landos all material inquiries specifically relating to the Excluded Assets or Excluded Liabilities; and (y) promptly use commercially reasonable efforts to deliver to Landos (i) any mail, packages and other communications addressed to such Person specifically relating to the Excluded Assets or Excluded Liabilities and (ii) any cash or other property that such Person receives and that properly belongs to Lxxxxx. For a period of three (3) years after the Closing, (i) each of the Agent, the other Stockholders and Buyer Transferee agrees not to (and each such Party agrees to cause its controlled Affiliates not to, and to use reasonable best efforts to cause its employees not to), directly or indirectly engage in the making of any written (including electronic) or oral statements that disparage or defame the name or business of Landos, including the Retained Compounds and any of its products or Intellectual Property Rights, or Landos’ officers or members of its boards of directors, in each case in a manner or to a degree likely to be materially harmful to the personal or business reputations or relationships of such Persons and (ii) Lxxxxx agrees not to (and agrees to cause its controlled Affiliates not to, and to use reasonab...
Cooperation; Non-Disparagement. The parties agree to cooperate fully with each other and/or their legal counsel in connection with any lawsuit or other administrative or legal proceeding brought by or against the Company arising out of, related to, or involving acts, events, or omissions that occurred during the time period of Xx. XxXxxxx’x employment with the Company. Each party agrees that it shall not, directly or indirectly, make or cause others to make a disparaging statement of or concerning the other regarding any events occurring during Xx. XxXxxxx’x tenure at UHG. Each party acknowledges that nothing in this paragraph will be construed to limit any party from complying with legal obligations, asserting any legal rights or privileges, responding to any request for information or inquiry as part of a legal proceeding or regulatory process in a truthful manner or from competing in a fair and lawful manner. The Company will reimburse Xx. XxXxxxx for his reasonable expenses in complying with this paragraph.
Cooperation; Non-Disparagement. (a) You agree to provide assistance to the Company and its advisors in connection with any audit, investigation or administrative, regulatory or judicial proceeding involving matters within the scope of your duties and responsibilities to the Company during your employment with the Company, or as to which you otherwise have knowledge (including being available to the Company upon reasonable notice for interviews and factual investigations, and appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process). In the event that the Company requires your assistance in accordance with this section, the Company shall reimburse you for reasonable out-of-pocket expenses (including travel, lodging and meals) incurred by you in connection with such assistance, subject to reasonable documentation and compliance with the Company’s standard expense reimbursement policy.
(b) You further agree not to make any statement or take any action that criticizes or disparages the Company, any Released Party or their parents, subsidiaries or affiliates, their employees, officers, directors, representatives and agents, their management or their practices or that disrupts or impairs their normal operations; and the Company agrees not to make any statement or take any action that criticizes or disparages you, except that nothing in this letter agreement shall be interpreted to limit either of our rights to confer with counsel or to provide truthful testimony pursuant to subpoena, notice of deposition or as otherwise required by law. This provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to defamation, libel, slander, interference with contractual or business relationships, or other statutory, contractual, or tort theories.
Cooperation; Non-Disparagement. You agree not to make any remarks or take any actions that directly or indirectly negatively impact the operations of the GreenPoint Entities. You further agree not to make disparaging or derogatory remarks concerning GreenPoint Entities to any third party. GreenPoint agrees to use reasonable efforts to ensure that the executive officer representatives of GreenPoint who are authorized to discuss this matter do not make disparaging or derogatory remarks concerning you to any third party.
