Cooperation of Employee. An Employee with a disability seeking accommodation has a duty to co-operate and assist the Employer in developing a suitable accommodation.
Cooperation of Employee. Employee covenants and agrees to cooperate fully with the Released Parties concerning any business or legal matter about which she had knowledge during her employment with Employer or any Released Party.
Cooperation of Employee. In the event that the Company or any of its affiliates becomes involved in any civil or criminal litigation, administrative proceeding or governmental investigation, Employee shall, upon request, provide reasonable cooperation and assistance to the Company, including without limitation, furnishing relevant information, attending meetings and providing statements and testimony. The Company will reimburse Employee for all reasonable and necessary expenses Employee incurs in complying with this Section 12 and will provide reasonable compensation for time Employee provides at a rate to be negotiated at such a time. If necessary for any employer of Employee, the Company will provide Employee with a proper subpoena in order to obtain Employee’s reasonable cooperation with and assistance to the Company.
Cooperation of Employee. Consistent with the obligations set forth in Section 11(j) of the Employment Agreement (which is incorporated by reference in its entirety herein and which provisions, by its express terms, survives the termination of the Employment Agreement), the Employee shall, at the Company’s expense, provide his reasonable cooperation in connection with any action or proceeding (or any appeal therefrom) that relates to events occurring during the Employee’s employment with the Company. The Company agrees to defend, indemnify and hold Employee harmless in conjunction with any liability that may arise as a result from such cooperation to the same extent as the Company does for its employees and officers.
Cooperation of Employee. The Employee hereby agrees to:
(a) provide all support requested by Xxxx Foods in connection with the Transaction, including the provision of any information and assistance relating to the Transaction as may be required by Xxxx Foods to ensure that the Transaction is successfully completed or as may otherwise be requested by Xxxx Foods;
(b) attend meetings with Xxxx Foods (or its respective advisers) and third parties designated by Xxxx Foods that relate to due diligence in respect of the Transaction;
(c) assist in the preparation of responses to questions or other inquiries submitted by potential purchasers in connection with the Transaction; and
(d) comply with the process and procedures established by Xxxx Foods in connection with the Transaction.
Cooperation of Employee. (a) The Employee shall make himself available to consult with the Company, as needed for up to twelve full working days to be performed as agreed to between the Company and the Employee during the period commencing on the Date of Termination and ending on December 31, 2004. In consideration of such consulting services, the Employee will retain an e-mail address and telephone number with the Company through December 31, 2004, and the Company shall pay Executive a one-time $25,000 consulting fee no later than January 10, 2005. In the event the Company requests Executive to consult in excess of the full twelve working days, the Company and Executive will mutually agree in writing for an additional fee. The Company and the Employee agree that any rights the Employee had to insurance or indemnification prior to the Date of Termination, including specifically, any rights to which the Employee was entitled under Section 11(m) of the Employment Agreement, shall be extended to cover any services performed by the Employee under this Section 5(a), notwithstanding the termination of the Employment Agreement or the termination of the Employee’s employment with the Company. Further, the Company agrees to reimburse the Employee for any expenses incurred by the Employee in connection with the performance of services by the Employee under this Section 5(a).
(b) Consistent with the obligations set forth in Section 11(j) of the Employment Agreement (which is incorporated by reference in its entirety herein and which provisions, by its express terms, survives the termination of the Employment Agreement), the Employee shall, at the Company’s expense, provide his reasonable cooperation in connection with any action or proceeding (or any appeal therefrom) that relates to events occurring during the Employee’s employment with the Company.
Cooperation of Employee. Consistent with the obligations set forth in Section 11(j) of the Employment Agreement (which is incorporated by reference in its entirety herein and which provisions, by its express terms, survives the termination of the Employment Agreement), the Employee shall, at the Company’s expense, provide his reasonable cooperation in connection with any action or proceeding (or any appeal therefrom) that relates to events occurring during the Employee’s employment with the Company.
Cooperation of Employee. Employee covenants and agrees to cooperate fully with the Released Parties concerning any business or legal matter about which Employee had knowledge during Employee’s employment with Employer or any Released Party. Employer will reimburse Employee for reasonable expenses associated with travel, meals, lodging, or other out-of-pocket expenses related to or associated with Employee’s cooperation with the Released Parties concerning any business or legal matter about which Employee had knowledge during Employee’s employment with Employer or any Released Party.
Cooperation of Employee. Employee shall cooperate with the Company and will be readily available to the Company as the Company may reasonably request, to assist the Company in any matter, including litigation or potential litigation or administrative claim or arbitration, about which Employee has knowledge, information or special expertise related to the claim or claims. Company agrees to pay Employee reasonable compensation and prompt reimbursement for any such services, costs, or time rendered on behalf of Company.
Cooperation of Employee. If the Employee receives a Gross-Up Payment pursuant to Section 4 the Employee shall take any position requested by the Company on the Employee's federal income tax return with respect to the treatment of the Payment from the Company, Gross-up Payment, the payment of any Indemnified Amount, and the receipt of any refund or interest paid by the government to the Employee as a result of a Contest (such position, a "Requested Position"), provided (i) the Company shall, at the request of the Employee, provide the Employee with an opinion from a nationally recognized accounting firm that there is "substantial authority" for the Requested Position within the meaning of IRC Section 6662 and (ii) the general long term or senior unsecured corporate credit rating of the Company or its successor is at least BB as rated by Standard & Poor's and Ba2 as rated by Xxxxx'x Investor Services (the "Credit Requirement") at the time the Employee would be required to take a Requested Position or the Company places in an escrow account on terms reasonably acceptable to the Employee (the "Escrow Requirement") a sufficient amount of cash to insure payment to the Employee of the Indemnified Amount that could become due to the Employee pursuant to the following provisions. The Company shall indemnify the Employee for any tax, penalty and interest incurred by the employee as a result of taking the Requested Position. The amount for which the Employee is indemnified under the preceding sentence (the "Indemnified Amount") shall be computed on an after-tax basis, taking into account any income or other taxes. The Employee shall keep the Company informed of all developments in any audit with respect to a Requested Position. Upon payment of the Indemnified Amount, or (if the Indemnified Amount is not yet payable) upon the Company's written affirmation, in form and substance reasonably satisfactory to the Employee, of the Company's obligation to indemnify the Employee with respect to the Requested Position, and provided the Credit Requirement or the Escrow Requirement is satisfied at such time, the Company shall be entitled, at its sole expense, to control the contest of any disallowance or proposed disallowance of a Requested Position (a "Contest"), and the Employee agrees to cooperate in connection with a Contest, including, without limitation, executing powers of attorney and other documents at the reasonable request of the Company. The Indemnified Amount shall be payable whenever an am...
