Common use of Duty of Cooperation and Disclosure Clause in Contracts

Duty of Cooperation and Disclosure. In any Proceeding in which Company is advancing Expenses or providing an indemnification to the Indemnitee, the Indemnitee shall fully cooperate with the person, persons, insurers or entities acting on the Company’s or Indemnitee’s behalf, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and relates to the subject Proceeding, and the Company’s indemnification and advancement obligations hereunder shall at all times be subject to the Indemnitee’ s duty of cooperation. At the time of Indemnitee’s request for indemnification, Indemnitee shall disclose to the Company all relevant facts and circumstances within the Indemnitee’s personal knowledge that pertain to the request and underlying dispute.

Appears in 5 contracts

Samples: Indemnification Agreement (Global Technologies LTD), Indemnification Agreement (Eightco Holdings Inc.), Indemnification Agreement (Global Technologies LTD)

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Duty of Cooperation and Disclosure. In any Proceeding in which Company is advancing Expenses or providing an indemnification to the Indemnitee, the Indemnitee shall fully cooperate with the person, persons, insurers or entities acting on the Company’s or Indemnitee’s behalf, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and relates to the subject Proceeding, and the Company’s indemnification and advancement obligations hereunder shall at all times be subject to the Indemnitee’ s ’s duty of cooperation. At the time of Indemnitee’s request for indemnification, Indemnitee shall disclose to the Company all relevant facts and circumstances within the Indemnitee’s personal knowledge that pertain to the request and underlying dispute. Notwithstanding the foregoing, Indemnitee’s obligation of cooperation or disclosure shall be limited to the extent of a conflict of interest between Indemnitee and the Company.

Appears in 3 contracts

Samples: Indemnification Agreement (ELAH Holdings, Inc.), Indemnification Agreement, Indemnification Agreement

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Duty of Cooperation and Disclosure. In any Proceeding in which the Company is advancing Expenses or providing an indemnification to the Indemnitee, the Indemnitee shall fully cooperate with the person, persons, insurers or entities acting on the Company’s or Indemnitee’s behalf, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and relates to the subject Proceeding, and the Company’s indemnification and advancement obligations hereunder shall at all times be subject to the Indemnitee’ s duty of cooperation. At the time of Indemnitee’s request for indemnification, Indemnitee shall disclose to the Company all relevant facts and circumstances within the Indemnitee’s personal knowledge that pertain to the request and underlying dispute.

Appears in 1 contract

Samples: Indemnification Agreement (WatchGuard, Inc.)

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