Indemnity; Cooperation Clause Samples

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Indemnity; Cooperation. (a) The Company will indemnify and defend the Executive in accordance with the formation documents, charters, bylaws or applicable insurance policies of the Company, and in accordance with any other law or statute affording the Executive a right of indemnification and defense, including but not limited to Section 145 of Title 8 of the Delaware Chancery Code, for any acts or omissions made by the Executive in good faith in the course of the Executive’s employment with the Company. (b) During the Term and for a period of three (3) years after the termination of the Executive’s employment for any reason, and during all reasonable times thereafter, the Executive will (i) fully cooperate with the Company in providing truthful testimony as a witness or a declarant in connection with any present or future litigation, administrative or arbitral proceeding involving the Company or any of its affiliates with respect to which the Executive may have relevant information and (ii) assist the Company during the investigatory and discovery phases (or prior thereto) of any judicial, administrative, internal, arbitral or grievance proceeding involving the Company or any of its affiliates and with respect to which the Executive may have relevant information. The Company will, within thirty (30) days of the Executive producing receipts satisfactory to the Company, reimburse the Executive for any reasonable and necessary expenses incurred by the Executive in connection with such cooperation. (c) Without limiting any other provision of this Agreement, this Section 12 shall survive the termination or expiration of this Agreement for any reason whatsoever.
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Indemnity; Cooperation. (a) The Company shall indemnify the Executive and hold him harmless from any cost, expense or liability arising out of or relating to any acts, omissions or directions made by him in the course of performing his duties in good faith under this Agreement. (b) During the Term of Employment and for a period of three (3) years after the termination of the Executive's employment, and during all reasonable times thereafter, the Executive will (i) fully cooperate with the Company in providing truthful testimony as a witness or a declarant in connection with any present or future litigation, administrative or arbitral proceeding involving the Company or any of its affiliates with respect to which the Executive may have relevant information and (ii) assist the Company during the investigatory and discovery phases (or prior thereto) of any judicial, administrative, internal, arbitral or grievance proceeding involving the Company or any of its affiliates and with respect to which the Executive may have relevant information. The Company will, within thirty (30) days of the Executive producing receipts satisfactory to the Company, reimburse the Executive for any reasonable and necessary expenses incurred by the Executive in connection with such cooperation. (c) Without limiting any other provision of this Agreement, this Section 12 shall survive the termination or expiration of this Agreement for any reason whatsoever.
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Indemnity; Cooperation. If any third-party Claim is brought against HomeStars or any of its affiliates or their respective Representatives for which indemnity may be sought, you agree that you will not acquiesce to any judgment or enter into any settlement that adversely affects, or could reasonably be expected to affect, the rights or interests of HomeStars or any of its affiliates or their respective Representatives without their prior written consent, and each of them will be entitled to participate at their own expense in the defense of any such Claim.
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Indemnity; Cooperation. The Company shall indemnify the Executive and hold him harmless from any cost, expense or liability arising out of or relating to any acts or directions made by him in the course of performing his duties in good faith under this Agreement. During the Term of Employment and for a period of three (3) years after the termination of the Executive’s employment, and during all reasonable times thereafter, the Executive will (a) fully cooperate with the Company or News Corporation, as applicable, in providing truthful testimony as a witness or a declarant in connection with any present or future litigation, administrative or arbitral proceeding involving the Company or News Corporation with respect to which the Executive may have relevant information and (b) assist the Company or News Corporation, as applicable, during the investigatory and discovery phases (or prior thereto) of any judicial, administrative, internal, arbitral or grievance proceeding involving the Company or News Corporation, as applicable, and with respect to which the Executive may have relevant information. The Company or News Corporation, as applicable will, within thirty (30) days of the Executive producing receipts satisfactory to the Company or News Corporation, as applicable, reimburse the Executive for any reasonable and necessary expenses incurred by the Executive in connection with such cooperation. Without limiting any other provision of this Agreement, this Section 12 shall survive the termination or expiration of this Agreement for any reason whatsoever.
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Indemnity; Cooperation. (a) Following the Last Day, the Company will defend and indemnify you to the same extent and according to the same terms and conditions that applied pursuant to Section 12(a) of the Employment Agreement when you were an active employee of the Company for any acts or omissions made by you in good faith in the course of your employment with the Company. (b) For a period of three (3) years after the Last Day, and during all reasonable times thereafter, you will (a) fully cooperate with the Company and its affiliates in providing truthful testimony as a witness or a declarant in connection with any present, future or threatened litigation, administrative or arbitral proceeding involving the Company and/or its affiliates with respect to which you may have relevant information and (b) assist the Company and/or its affiliates during the investigatory and discovery phases (or prior thereto) of any judicial, administrative, internal, arbitral or grievance proceeding involving the Company and/or its affiliates and with respect to which you may have relevant information. The Company will, within thirty (30) days of your producing receipts satisfactory to the Company, reimburse you for any reasonable and necessary expenses incurred by you in connection with such cooperation. In addition, you shall reasonably cooperate with the Company’s requests for information (e.g., director & officer questionnaires). This Section 9(b) shall supersede Section 12 of the Employment Agreement.
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Indemnity; Cooperation. (a) Following the Last Day, the Company will defend and indemnify you to the same extent and according to the same terms and conditions that applied pursuant to Section 12(a) of the Employment Agreement when you were an active employee of the Company for any acts or omissions made by you in good faith in the course of your employment with the Company. (b) In addition to your obligations under Section 12(b) of the Employment Agreement, you agree to reasonably cooperate with the Company’s requests for information (e.g., director & officer questionnaires).
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Related to Indemnity; Cooperation

  • Tax Cooperation The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.