COOPERATION WITH LEGAL PROCEEDINGS. Executive agrees to reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any of the Companies, which relate to events or occurrences that transpired while Executive was employed by any of the Companies. Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of any of the Companies. Executive also agrees to reasonably cooperate with any of the Companies in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by any of the Companies. Executive understands that in any legal action, investigation, or review covered by this paragraph the Company expects Executive to provide only accurate and truthful information or testimony. The Company agrees to reimburse the Executive for any costs he incurs in cooperation pursuant to this Section, including but not limited to travel expenses and attorneys’ fees and costs. Nothing in this Section shall limit any indemnification rights Executive may have on the effective date of this Agreement.
COOPERATION WITH LEGAL PROCEEDINGS. Executive agrees to reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of any of the Companies that relate to events or occurrences that transpired while Executive was employed by any of the Companies. Executive's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Companies' counsel to prepare for discovery or trial and to act as a witness on behalf of any of the Companies. Executive also agrees to reasonably cooperate with any of the Companies in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by any of the Companies. Executive understands that in any legal action, investigation, or review covered by this Section 13 the Company expects Executive to provide only accurate and truthful information or testimony. The Company agrees to reimburse the Executive for any costs he incurs in cooperation pursuant to this Section 13, including but not limited to travel expenses and attorneys' fees and costs. Nothing in this Section shall limit any indemnification rights Executive may have on the effective date of this Agreement.
COOPERATION WITH LEGAL PROCEEDINGS. Xx. Xxxxxxxxxxx will, upon reasonable notice, furnish information and proper assistance to the Company and/or its parent, affiliate or subsidiary (including truthful testimony and document production) as may reasonably be required by them or any of them in connection with any legal, administrative or regulatory proceeding in which they or any of them is, or may become, a party, or in connection with any filing or similar obligation imposed by any taxing, administrative or regulatory authority having jurisdiction, provided, however, that the Company and/or its parent, affiliate or subsidiary will pay all reasonable expenses incurred and income foregone by Xx. Xxxxxxxxxxx in complying with this paragraph.
COOPERATION WITH LEGAL PROCEEDINGS. Upon reasonable notice, you will provide information and proper assistance to Employer (including truthful testimony and document production) in any litigation or potential litigation in which you are, or may be, a witness, or as to which you possess relevant information. Employer will pay your reasonable expenses incurred in complying with this paragraph.
COOPERATION WITH LEGAL PROCEEDINGS. Xx. Xxxxxxxx will, upon reasonable notice, furnish information and proper assistance to the Company and/or its affiliate or subsidiary (including truthful testimony and document production) as may reasonably be required by them or any of them in connection with any legal, administrative or regulatory proceeding in which they or any of them is, or may become, a party, or in connection with any filing or similar obligation imposed by any taxing, administrative or regulatory authority having jurisdiction, provided, however, that the Company and/or its affiliate or subsidiary will pay all reasonable expenses incurred by Xx. Xxxxxxxx in complying with this paragraph.
COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by Seller, Purchaser shall cooperate with Seller in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against Seller or any of its Affiliates with respect to the business of the Companies, other than Legal Proceedings where Purchaser or any of its Affiliates is adverse to Seller or any of its Affiliates. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller may reasonably request. Seller shall reimburse Purchaser for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 11.12.
COOPERATION WITH LEGAL PROCEEDINGS. For a period of three years after the Closing, each Party shall, and shall cause such Party’s respective Affiliates and Representatives to, reasonably cooperate with the other Party in the defense or prosecution of any Legal Proceeding that has been or may be instituted hereafter against such other Party or its Subsidiaries or Affiliates relating to or arising out of the conduct of the Business prior to the Closing (other than Legal Proceedings (x) between a Party or its Subsidiaries or Affiliates and the other Party or its Subsidiaries or Affiliates or (y) in which a Party or its Subsidiaries or Affiliates are adverse to the other Party or its Subsidiaries or Affiliates, including by assertion of any defense by such Party or its Subsidiaries or Affiliates in any such Legal Proceeding), including any Existing Asbestos Litigation. Such cooperation shall include (a) consultation and coordination regarding the prosecution of such Legal Proceeding; (b) the provision of relevant materials, documents, emails, data records and information concerning such Legal Proceeding or the underlying subject matter of such Legal Proceeding as reasonably requested a Party; (c) making employees (and, to the extent reasonably feasible, former employees) reasonably available (i) to provide information concerning such Legal Proceeding or the underlying subject matter of such Legal Proceeding, (ii) for the preparation of any work in connection with such Legal Proceeding or (iii) to testify at a deposition, trial or other proceeding concerning such Legal Proceeding; and (d) providing access to materials, documents, emails and data residing with or in the possession, custody or control of such Party or its Subsidiaries or Affiliates; provided, however, that, in no event shall (x) the access to any employees provided pursuant to this Section 5.22 unreasonably interfere with the duties of such employees or (y) either Party or its respective Subsidiaries or Affiliates be required to provide access to any materials, documents, emails or data if doing so would violate Applicable Law or may compromise the attorney-client privilege of such materials, documents, emails and data. The Party requesting cooperation pursuant to this Section 5.22 shall pay the reasonable expenses (including reasonable attorneys’ fees and expenses) of such cooperating Person incurred as a result of providing such cooperation.
COOPERATION WITH LEGAL PROCEEDINGS. After the Separation Date, You agree that You will make Yourself available, upon reasonable request, to cooperate and assist Osiris in, and keep Osiris informed of, any Claim (as defined below) that Osiris reasonably determines Your participation to be necessary, which participation may include meeting with representatives of Osiris or its affiliates (including attorneys), participating in any proceeding regarding such Claim, keeping Osiris apprised of material developments with respect to such Claim, and providing truthful and accurate information; provided, however that You in no event shall be required to (i) waive Your U.S. constitutional rights or privileges, (ii) cooperate in connection with a Claim brought by Osiris against You or a Claim brought by You against Osiris, or (iii) disclose confidential information of any third party which You are legally bound to maintain as confidential. You will be entitled to reimbursement of expenses, to the extent reasonably and actually expended in such endeavors at Osiris’s prior and specific request, which payment shall be paid by Osiris within thirty (30) days following receipt of documentation thereof, as determined to be in appropriate detail alone by Your counsel (which must be provided within thirty (30) days of the end of the calendar month in which such time was incurred or such expenses were recorded for reimbursement). Failure to pay such fees and expenses within 30 days of presentation of such summary invoice as documentation thereof shall be deemed a breach by Osiris of this Agreement. The Company shall also compensate You at an hourly rate reasonably agreed to by the Company and You and based on your 2018 base salary, for any time you spend on behalf of the Company in compliance with this Section 9. Nothing in this Agreement or elsewhere is intended or shall be construed to prevent You from cooperating fully with any governmental investigation or review, including keeping Your cooperation or participation confidential from Osiris. For purposes of this Agreement, “Claim” shall mean any pending, threatened or anticipated non-governmental claim, litigation, demand, request, investigation, inquiry, proceeding, audit, dispute, controversy, discovery request or request for testimony or information asserted (against the Company, You, or any Company affiliate or business partner) while You were an employee or consultant of the Company or which arose from or was related to Your conduct while You were an empl...
COOPERATION WITH LEGAL PROCEEDINGS. Executive agrees to reasonably cooperate with LifeVantage and any other party upon request of LifeVantage in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of LifeVantage, which relate to events or occurrences that transpired while the Executive was employed by LifeVantage. Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness. Executive also agrees to reasonably cooperate, upon the request of LifeVantage or its parent in connection with any investigation or review by any federal, state, or local regulatory authority that relates to events or occurrences that transpired while Executive was employed by LifeVantage.
COOPERATION WITH LEGAL PROCEEDINGS. From and after the Closing, if requested by the Representative, Purchaser shall cooperate with the Representative in the investigation, defense or prosecution of any Legal Proceedings pending or threatened against the Representative, any Equity Holder or any of their Affiliates with respect to the business of the Company and its Subsidiaries, whether or not either Party has notified the other of an indemnification claim with respect to such matter. Without limiting the generality of the foregoing, but provided that such requests shall not unreasonably interfere with the business or operations of Purchaser, Purchaser shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that the Representative may reasonably request. The Representative shall reimburse Purchaser for all reasonable out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 12.12.
