Future Cooperation; Privilege Sample Clauses

Future Cooperation; Privilege. The Parties acknowledge and agree that Executive has been integrally involved in many sensitive legal matters on behalf of Hilton during the term of his employment. Subject to Executive’s ongoing personal and professional obligations following the Separation Date, Executive agrees to be reasonably available to Hilton from and after the Separation Date to provide assistance and legal advice in connection with matters arising during the term of Executive’s employment by Hilton. All expenses incurred by Executive in connection with such assistance shall be paid or reimbursed by Hilton, including Executive’s reasonable attorneys’ fees incurred in connection with such cooperation. It is the intention of the Parties that all communications between Hilton and Executive with respect to such matters shall be privileged and confidential to Hilton. WHEREFORE, the Parties hereto have caused this Agreement to be signed as of the date written below. Dated: September 25, 2013 /s/ Xxxxxxx X. Xxxxxxxx XXXXXX WORLDWIDE, INC. Name: Xxxxxxx X. Xxxxxxxx Title: Chief Human Resources Officer /s/ Xxxx Xxxxx BH HOTELS HOLDCO LLC Name: Xxxx Xxxxx Title: Managing Director /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Appendix I Covenants Regarding Competitive Conduct, Confidentiality, Intellectual Property Executive acknowledges and recognizes the highly competitive nature of the businesses of Hilton and Holdings (collectively, the “Company”) and their respective affiliates and accordingly agrees as follows:
Sample 1
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Future Cooperation; Privilege. The Parties acknowledge and agree that Executive has been integrally involved in many sensitive legal matters on behalf of Hilton during the term of his employment. Subject to Executive’s ongoing personal and professional obligations following the Separation Date, Executive agrees to be reasonably available to Hilton from and after the Separation Date to provide assistance and legal advice in connection with matters arising during the term of Executive’s employment by Hilton. All expenses incurred by Executive in connection with such assistance shall be paid or reimbursed by Hilton, including Executive’s reasonable attorneys’ fees incurred in connection with such cooperation. It is the intention of the Parties that all communications between Hilton and Executive with respect to such matters shall be privileged and confidential to Hilton. WHEREFORE, the Parties hereto have caused this Agreement to be signed as of the date written below. Dated: October 26, 2012, McLean, Virginia /s/ Xxxxxxx X. Xxxxxxxx XXXXXX WORLDWIDE, INC. F/K/A HILTON HOTELS CORPORATION Name: Xxxxxxx X. Xxxxxxxx Title: Chief Human Resources Officer /s/ Xxxx Xxxxx BH HOTELS HOLDCO LLC Name: Xxxx Xxxxx Title: Managing Director /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Schedule I Terms of Advisory Services
Sample 1

Related to Future Cooperation; Privilege

  • Future Cooperation Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments of the Agreement, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Further Assurances and Cooperation Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • Reasonable Efforts; Further Assurances; Cooperation Subject to the other provisions of this Agreement, the parties hereto shall use all reasonable efforts to perform their obligations herein and to take, or cause to be taken, or do, or cause to be done, all things reasonably necessary, proper or advisable under applicable law to obtain all regulatory approvals and satisfy all conditions to the obligations of the parties under this Agreement and to cause the Exchange and the other transactions contemplated herein to be carried out promptly in accordance with the terms hereof and shall cooperate fully with each other and their respective officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation:

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Further Assurances; Cooperation Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

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