Cooperation with Proceedings. Executive agrees that both during his employment with the Company and after his employment with the Company terminates, Executive will assist and cooperate with the Company and its attorneys in connection with any proceeding brought against or by the Company or any of its affiliates, or in connection with any investigation of the Company or any of its affiliates, and such assistance and cooperation shall take place at reasonable times and on reasonable notice, at times and places mutually convenient to Executive and the Company.
Cooperation with Proceedings. (a) In the event and for so long as Buyer is contesting or defending against any Proceedings in connection with (i) any transaction contemplated by this Agreement or the Ancillary Agreements or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, Seller will cooperate with Buyer and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at Seller's sole cost and expense (unless Buyer is entitled to indemnification therefor under Article VIII).
(b) In the event and for so long as Seller is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, Buyer will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at Seller's sole cost and expense (unless Seller is entitled to indemnification therefor under Article VIII).
Cooperation with Proceedings. The Executive agrees to reasonably cooperate (including attending meetings) with respect to any claim, arbitral hearing, lawsuit, action or governmental, regulatory or internal investigation relating to the business of the Company or its affiliates. The Executive agrees to provide prompt disclosure to the Company in response to any inquiry in connection with any such matters. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in connection with this Section 7.
Cooperation with Proceedings. You further agree that, prior to your Post-Retention Payment Date and, if longer, during the pendency of any litigation or other proceeding, you (a) will not communicate with anyone (other than your attorneys and tax and/or financial advisors and except to the extent you determine in good faith is necessary in the performance of your duties hereunder) with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving the Company Group, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to the Company, and (b) in the event that any other party attempts to obtain information or documents from you (other than in connection with any litigation or other proceeding in which you are a party-in-opposition) with respect to matters you believe in good faith are related to such litigation or other proceeding, you will promptly so notify the Company’s counsel. You agree to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, prior to the Post-Retention Payment Date, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved prior to the termination of employment to the extent the Company pays all Company-approved expenses you incur in connection with such cooperation.
Cooperation with Proceedings. (a) In the event and for so long as Buyer is contesting or defending against any Proceeding in connection with (i) any transaction contemplated by this Agreement or the Ancillary Agreements or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, Seller will cooperate with Buyer and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at Buyer's sole cost and expense (unless Buyer is entitled to indemnification therefor under Article VII).
(b) In the event and for so long as Seller is contesting or defending against any Proceeding in connection with (i) any transaction contemplated by this Agreement or the Ancillary Agreements or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Seller, Buyer will cooperate with Seller and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at Seller's sole cost and expense (unless Seller is entitled to indemnification therefor under Article VII). Buyer will retain and take commercially reasonable measures to safeguard originals or copies of each contract, document and record of Buyer purchased pursuant to this Agreement for a period equal to the lesser of seven years or the duration of the statute of limitations applicable to any matter which would require the production of such contract, document or record.
Cooperation with Proceedings. 50 7.05 Novation.......................................................51 7.06 Confidentiality................................................51 7.07 Cooperation on Assertion of Attorney-Client Privilege..........52 7.08 Cooperation in Maintenance of Intellectual Property Rights.....52 7.09 Letters of Credit and Guarantees...............................52
Cooperation with Proceedings. (a) In the event and for so long as Buyer or Acquisition Sub is contesting or defending against any Proceedings in connection with (i) any transaction contemplated by this Agreement or the Ancillary Agreements or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, 50 event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of Seller or the Seller Entities, Parent, Seller and each Seller Entity will cooperate with Buyer and Acquisition Sub and their counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at Buyer's sole cost and expense (unless Buyer is entitled to indemnification therefor under Article XI below).
(b) In the event and for so long as Parent, Seller or any Seller Entity is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any of Parent, Seller or the Seller Entities, Buyer will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Article XI below).
Cooperation with Proceedings. The parties hereto agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the defense in connection with any and all proceedings (including, without limitation tax audits) and to promptly provide each other party with any and all notices that may be received by any of them that could reasonably be expected to result in a claim for indemnification under this Article XIV.
Cooperation with Proceedings. From and after the Termination Date, the Employee shall cooperate with the OneMain and its directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving OneMain, including any such any action, proceeding, investigation or litigation in which the Employee is called to testify. The Company will reimburse the Employee for all reasonable costs and expenses, including without limitation travel, lodging and legal expenses incurred in connection with providing such cooperation if approved in advance. The Employee shall not be required to provide the cooperation outlined in this paragraph until the Employer has approved reasonable expenses. If the Employee no longer is providing Consulting Services (and receiving the Fee) at the time the cooperation is requested, the Employee shall be compensated for any day or partial day that the Employee assists OneMain at the same rate as the Fee.
Cooperation with Proceedings. 22 4.03 Customer and Other Business Relationships ....................... 22 4.04 Expenses ........................................................ 23
