Employment; Cooperation Sample Clauses

Employment; Cooperation. Executive agrees that if any charge, lawsuit, complaint, or claim of any kind is filed against the Company based on activities or circumstances arising while the Executive was employed by the Company, or based on information of which the Executive has knowledge, the Executive shall cooperate on reasonable notice and at reasonable times in the Company's defense against any such charge, lawsuit, complaint, or claim. This obligation shall include, without limitation, providing information, producing documents, appearing for depositions, providing testimony, and other general cooperation to assist the Company in defending its position with reference to any such matter. This obligation includes scheduling reasonable time to meet with the Company's internal or outside legal counsel as required to prepare the Company's defense or response, including in preparation for any deposition or trial testimony. As a result of providing any such cooperation and assistance to the Company, the Executive shall be paid an hourly rate (based on his Base Salary on his Date of Termination) and reimbursed by the Company for any reasonable and documented out-of-pocket expenses, travel, meals, and lodging expenses that the Executive may incur.
Sample 1Sample 2
AutoNDA by SimpleDocs
Employment; Cooperation. (a) Effective as of the Effective Date, CPE shall assume or retain, as applicable, responsibility as employer for those employees of the Companies and their Affiliates listed on Exhibit B and identified as Executive Employees who accept offers of employment from CPE as of or prior to the Effective Date (the "Executive Employees") and the applicable member of the CPE Group shall assume or retain, as applicable, responsibility as employer of the Transferred Employees; provided that nothing contained herein shall be construed to limit the ability of the CPE Group, CPE or the Companies or any of their respective subsidiaries to terminate the employment of any of their employees at any time and for any or no reason. Other than with respect to the Rio Tinto Equity Compensation Plans, the assumption or retention of responsibility as employer described in this Section 2.1(a) shall not, of itself, constitute a severance or a termination of employment under any plan of severance or of income extension maintained by the Companies, and no such severance, separation or termination shall be deemed to occur. The CPE Group shall indemnify the Companies and hold the Companies harmless from and against any damages, liabilities, costs or expenses which may be incurred or suffered by any of the Companies relating to, or arising from, any individual listed on Exhibit A or Exhibit B becoming entitled to separation pay, benefit continuation or eligibility for enhanced retirement benefits (other than as provided in Section 5.2) on or after the Effective Date by reason of (i) the transfer of employment from any of the Companies to CPE or any member of the CPE Group, (ii) any termination of employment arising from the failure of any such individual to accept an offer of employment with CPE or any member of the CPE Group or (iii) any termination of employment of an such individual that has become an Executive Employee or a Transferred Employee occurring after the Effective Date.
Sample 1
Employment; Cooperation. Seller shall use commercially reasonable efforts to (a) provide information related to the individuals listed on Schedule 5.22 (the “Specified Key Employees”) and their dependents and beneficiaries, including employment records and benefits information, subject to applicable Law and the consent of the applicable Specified Key Employee and (b) facilitate an introduction between Buyer and the Specified Key Employees regarding offers of employment by Buyer or its Affiliates, which will be contingent upon the Closing.
Sample 1
Employment; Cooperation. (a) Effective as of the Effective Date, CPE shall assume or retain, as applicable, responsibility as employer for those employees of the Companies and their Affiliates listed on Exhibit B and identified as Executive Employees who accept offers of employment from CPE as of or prior to the Effective Date (the "Executive Employees") and the applicable member of the CPE Group shall assume or retain, as applicable, responsibility as employer of the Transferred Employees; provided that nothing contained herein shall be construed to limit the ability of the CPE Group, CPE or the Companies or any of their respective subsidiaries to terminate the employment of any of their employees at any time and for any or no reason. Other than with respect to the Rio Tinto Equity Compensation Plans, the assumption or retention of responsibility as employer described in this Section 2.1(a) shall not, of itself, constitute a severance or a termination of employment under any plan of severance or of income extension maintained by the Companies, and no such severance, separation or termination shall be deemed to
Sample 1
Employment; Cooperation. Executive agrees that upon separation for any reason from the Company, Executive will cooperate in assuring an orderly transition of all matters being handled by him. Upon the Company providing reasonable notice to him, he will also appear as a witness at the Company's request and/or assist the Company in any litigation, bankruptcy or similar matter in which the Company or any affiliate thereof is a party or otherwise involved. The Company will defray any reasonable out-of-pocket expenses incurred by Executive in connection with any such appearance. In connection thereof, the Company agrees to indemnify Executive as prescribed in Article Tenth of the Certificate of Incorporation, as amended, of the Company.
Sample 1

Related to Employment; Cooperation

  • Post-Employment Cooperation Executive agrees to fully cooperate with the Employer 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 the Employer which relate to events or occurrences that transpired or which failed to transpire while Executive was employed by the Employer. Executive also agrees to cooperate fully with the Employer in connection with any internal investigation or review, or any investigation or review by any federal, state or local regulatory authority, relating to events or occurrences that transpired or failed to transpire while Executive was employed by the Employer. Executive’s full cooperation in connection with such matters shall include, but not be limited to, providing information to counsel, being available to meet with counsel to prepare for discovery or trial and acting as a witness on behalf of the Employer at a mutually convenient times.

  • Employee Cooperation Following termination of Employee’s employment, Employee shall cooperate fully with the Company in all matters including, but not limited to, advising the Company of all pending work on behalf of the Company and the orderly transfer of work to other employees or representatives of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee’s acts or omissions while employed by the Company.

  • Post-Termination Cooperation Executive agrees that during and after employment with the Company and without additional compensation (other than reimbursement for reasonable associated expenses) to cooperate with the Company in the following areas:

  • Employment Relations The Company is in compliance with all Federal, state or other applicable laws, domestic or foreign, respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice.

  • Continued Cooperation Employee agrees that he will cooperate fully with the Bank in the future regarding any matters in which he was involved during the course of his employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Bank. Employee’s cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with the Bank’s officials regarding personnel or commercial matters in which he was involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Bank. Employee further agrees that should he be contacted (directly or indirectly) by any person or entity adverse to the Bank, he shall within 48 hours notify the then-current Chairman of the Board of the Bank. Employee shall be reimbursed for any reasonable costs and expenses incurred in connection with providing such cooperation.

  • Employment Services The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Chief Operating Officer of the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Company’s affairs and the performance of his duties hereunder.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Continuity of Employment This Option shall not be exercisable by the Grantee in any part unless at all times beginning with the date of grant and ending no more than three (3) months prior to the date of exercise, the Grantee has, except for military service leave, sick leave or other bona fide leave of absence (such as temporary employment by the United States Government) been in the continuous employ of the Company or a parent or subsidiary thereof, except that such period of three (3) months shall be one (1) year following any termination of the Grantee's employment by reason of his permanent and total disability.

  • Employment and Labor Relations Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, (iii) no union representation question exists with respect to the employees of the Borrower or any of its Subsidiaries, (iv) no equal employment opportunity charges or other claims of employment discrimination are pending or, to the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries, and (v) no wage and hour department investigation has been made of the Borrower or any of its Subsidiaries, except (with respect to any matter specified in clauses (i) through (v) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

  • Employment Practices Except as set forth on SCHEDULE 4.22 hereto, neither the Company nor any of its Subsidiaries are a party to or in the process of negotiating any collective bargaining or labor agreement or union contract. Except as set forth on Schedule 4.22, there is no (i) charge, complaint or suit pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries respecting employment, hiring for employment, terminating from employment, employment practices, employment discrimination, sexual harassment or other forms of discriminatory harassment terms and conditions of employment, safety, wrongful termination, or wages and hours, (ii) unfair labor practice charge or complaint pending or, to the knowledge of the Company, threatened against, or decision or order in effect and binding on, the Company or any of its Subsidiaries before or of the National Labor Relations Board, (iii) grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iv) strike, labor dispute, slow-down, work stoppage or other interference with work pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or (v) to the knowledge of the Company, union organizing activities or union representation question threatened or existing with respect to any groups of employees of the Company or any of its Subsidiaries.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!