Executive Covenant. Following his employment with the Company, to the extent the Company reasonably so requests, Executive agrees to cooperate with the Company and its counsel in the contest or defense of, and to provide any testimony and access to his books and records in connection with, any action, arbitration, audit, hearing, investigation, litigation or suit involving or relating to any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction involving the Company while he was employed by the Company. The Company shall reimburse Executive for all reasonable expenses incurred by Executive in connection with providing such cooperation. For its part, the Company shall (i) make every reasonable effort to arrange for such cooperation to be provided by Executive at mutually-convenient times and places and otherwise in a manner that does not interfere unreasonably with Executive’s employment, search for employment, or retirement, and (ii) compensate Executive reasonably for any professional services rendered (except in a situation where Executive is providing testimony in a court of law or administrative proceeding on behalf of the Company, in which case Executive shall only receive legally mandated witness fees and reimbursement of his reasonable expenses).
Executive Covenant. Following his employment with the Company, Executive agrees to cooperate with the Company and its counsel in the contest or defense of, and to provide any testimony and access to his books and records in connection with, any action, arbitration, audit, hearing, investigation, litigation or suit involving or relating to any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction involving the Company while she was employed by the Company. The Company will reimburse reasonable and actual expenses incurred by Executive in connection with such cooperation.
Executive Covenant. In consideration of the Company’s entering into this Agreement, the Company’s agreement to provide Executive with Proprietary Information, and the Company’s agreement to provide the Base Salary and other benefits to Executive, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive covenants as follows:
Executive Covenant. Following his employment with the Company, Executive agrees to cooperate with the Company and its counsel in the contest or defense of, and to provide any testimony and access to his books and records in connection with, any action, arbitration, audit, hearing, investigation, litigation or suit involving or relating to any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction involving the Company while he was employed by the Company. The Company will reimburse reasonable and actual expenses incurred by Executive in connection with such cooperation. For its part, the Company shall (i) make every reasonable effort to arrange for such cooperation to be provided by Executive at mutually-convenient times and places and otherwise in a manner that does not interfere unreasonably with Executive’s employment, search for employment, or retirement, and (ii) compensate Executive reasonably for his professional services (except in a situation where Executive is providing testimony in a court of law or administrative proceeding on behalf of the Company, in which case Executive will only receive legally mandated witness fees and reimbursement of the reasonable and actual expenses described above).
Executive Covenant. The Executive understands and agrees that as a condition for the waiver in Section 1, he will not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company (or any affiliate of the Company), or to any other entity or person, regarding the Company or any of its affiliates, officers, directors, agents, consultants, employees, customers or suppliers or about the Company’s (or its affiliate’s) business affairs or financial condition; provided, however, that the prohibition in this Section 3.1 shall not apply to truthful communications the Executive is required by law to make to the Board of Directors of the Company or any governmental entity.
Executive Covenant. EXECUTIVE covenants, and agrees, that she shall not, during the term of this Agreement and for a period of one (1) years after the termination of his employment with PXINC:
7.2.1 directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (a) hire, attempt to hire, contact or solicit with respect to hiring any employee of PXINC or (b) induce or otherwise counsel, advise or encourage any employee of PXINC to leave the employment of PXINC; or
7.2.2 directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any existing or prospective customers, clients, affiliated physician groups or affiliated physicians of PXINC, who were such during his employment with PXINC;
Executive Covenant. Without in any manner limiting the generality of the Services to be provided as set forth in Section 3.1 hereinabove, the Executive shall devote the whole of the Executive’s working time and effort to the Executive’s Services, duties and obligations hereunder and shall use the Executive’s best efforts to promote the interests of the Company and its Affiliates and its and their Subsidiaries; provided, however, that the Executive may serve as an independent director for other entities, subject to the prior written approval of the Board of Directors and such service not placing the Executive into any conflict of interest in respect of the Executive’s duties hereunder and to the Company. Should the Company determine, with the Executive’s prior consent, that the Executive shall be appointed as a director of the Company and/or any of its Subsidiaries, and with or without extra fees or compensation, the Company will provide the Executive with directors’ and officers’ liability insurance coverage (in terms satisfactory to the Company in its sole discretion and pursuant to applicable plans and policies) for each appointment.
Executive Covenant. On the Call Closing Date, each of the ------------------ Individuals shall execute the Executive Covenant in the form attached hereto as Exhibit "E."
Executive Covenant. Following his employment with the Company, Executive agrees to cooperate with the Company and its counsel in the contest or defense of, and to provide any testimony and access to his books and records in connection with, any action, arbitration, audit, hearing, investigation, litigation or suit involving or relating to any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction involving the Company while he was employed by the Company or served as a member of the Board of Directors. The Company will reimburse reasonable and actual expenses incurred by Executive in connection with such cooperation.
Executive Covenant. Without in any manner limiting the generality of the Services to be provided as set forth in Section 3.1 hereinabove, the Executive shall devote the whole of the Executive’s working time and effort to the Executive’s Services, duties and obligations hereunder and shall use the Executive’s best efforts to promote the interests of the Companies and their respective Subsidiaries and Affiliates; provided, however, that the Executive may serve as an independent director for other entities, subject to the prior written approval of the Board of Directors, and subject to such service as a director of another entity not placing the Executive into any conflict of interest in respect of the Executive’s duties hereunder and to the Companies. Should the Parent Company determine, with the Executive’s prior consent, that the Executive shall be appointed as a director of the Parent Company, and with or without extra fees or compensation, the Parent Company will provide the Executive with directors’ and officers’ liability insurance coverage (in terms satisfactory to the Parent Company in its sole discretion and pursuant to applicable plans and policies) for each such appointment.
