Non-Disparagement; Cooperation a. You agree not to make any negative comments or otherwise disparage any member of the Company Group or any of their officers, directors, employees, shareholders, agents or products and services and the Company shall use its commercially reasonable efforts to cause the members of the Company Group and their senior officers to not make negative comments or otherwise disparage you. The foregoing is subject to subparagraph 4(j) and shall not be violated by truthful statements in response to legal process, performance reviews while you are employed, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
b. You agree that upon the Company’s reasonable request following your termination of employment and provided such cooperation is not adverse to your legal interests, you will use reasonable efforts to assist and cooperate with the Company in connection with the defense or prosecution of any claim with respect to which you may have knowledge that may be helpful to the Company that is made against or by the Company Group (other than by or against you), or in connection with any ongoing or future investigation by, or any proceeding before, any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency involving the Company Group. The Company will pay reasonable out-of-pocket expense (including travel expenses and the costs of counsel to the extent reasonably necessary) incurred in connection with providing such assistance.
Non-Disparagement; Cooperation. (a) You understand and agree that as a condition for payment to you of the consideration herein described, you, on your behalf and on behalf of your Representatives, will not (and your Representatives will not) at any time engage in any form of conduct, or make any statements or representations that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Company, its management, stockholders, subsidiaries, parent, and/or other affiliates.
(b) From and after the Separation Date, you will (i) cooperate in all reasonable respects with the Company and its affiliates and their respective directors, officers, attorneys and experts in connection with the conduct of any dispute, action, proceeding, investigation or litigation involving the Company or any of its affiliates, including, without limitation, any such dispute, action, proceeding, investigation or litigation in which you are called to testify and (ii) promptly respond to all requests by the Company and its affiliates relating to information concerning the Company which may be in your possession. The Company will, as a condition to your obligations under this Section 9(b), reimburse you for any reasonable out of pocket expenses and costs incurred as a result of such cooperation (including all reasonable, out-of-pocket attorney fees), provided that such expenses have been approved in writing in advance by an executive officer of the Company.
(c) You hereby consent to the disclosure of information about you that TSI Holdings is required to disclose in its Annual Report on Form 10-K, its Proxy Statement and in any other report(s) required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.
Non-Disparagement; Cooperation. The Executive agrees that he will not (except as reasonably required by law), whether during or after the Executive’s employment with the Company, make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that (a) in any way could disparage the Company or any of its affiliates, or any officer, executive, director, partner, manager, member, principal, employee, representative, or agent of the Company or any of its affiliates, or which foreseeably could or reasonably could be expected to harm the reputation or goodwill of any of those persons or entities, or (b) in any way, directly or indirectly, could knowingly cause, encourage or condone the making of such statements or the taking of such actions by anyone else. In addition, following any termination of employment, the Executive will cooperate with the Company as reasonably requested by the Company regarding any dispute, claim or investigation by, against or involving the Company or any of its affiliates regarding matters of which the Executive has particular knowledge relating to the period of the Executive’s employment.
Non-Disparagement; Cooperation. Consultant and Company agree that this is an amicable arrangement and will be portrayed as such in all public statements, whether written or oral, by executive management of the Company, and by Consultant. As such, executive management of the Company will not disparage Consultant, and Consultant will not disparage them or the Company. Additionally, Consultant will cooperate with the Company in any future matters relating to past employment following the Consulting Period. Consultant agrees to be reasonably available to the Company for the purpose of responding to requests for information, to provide information, documents, declarations or statements, to meet with attorneys and other Company representatives, to prepare for and give testimony by deposition or otherwise, and to cooperate in the investigation, defense or prosecution of matters relating to any threatened, present, or future legal actions, investigations or administrative proceedings involving the Company. The Company will advance or reimburse Consultant’s reasonable costs incurred as a result of these obligations.
Non-Disparagement; Cooperation. (a) Executive will refrain from taking any action or making any statements, written or oral, which are intended to or which disparage the business, goodwill, or reputation of the Company or any its affiliated corporations or their respective directors, officers, executives, or other employees (except to the extent required by applicable law, including under applicable securities laws). The Company shall use its reasonable best efforts to ensure that no member of the Board and none of the Company’s senior executive officers (so long as such officer serves as such) take any action or make any statements, written or oral, which are intended to or which disparage the business, goodwill, or reputation of Executive (except to the extent required by applicable law, including under applicable securities laws).
(b) Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) or other legal matter which relates to events occurring during Executive’s employment with the Company or TSFG. The Company agrees to pay reasonable expenses incurred by Executive in fulfilling is obligations under this Section 3(b) of the Agreement, including, but not limited to, reasonable travel and accommodation expenses.
Non-Disparagement; Cooperation. ASSOCIATE agrees and understands that, except as may otherwise be required as a matter of law, at no time will ASSOCIATE make any disparaging comment, announcement or disclosure with regard to Tupperware Brands Corporation, its subsidiaries, affiliates, officers, directors, employees, or agents. ASSOCIATE agrees to cooperate with Tupperware in the orderly transfer of duties and records to appropriate personnel and in such matters as Tupperware may request subsequent to the Separation Date. Tupperware agrees to respond to any and all employment inquiries by providing dates of employment, date of resignation, job titles, job duties and salary verification.
Non-Disparagement; Cooperation. The Parties agree that it is in their best interests to maintain an amicable termination and post-termination relationship. Employee agrees to cooperate fully with the Company and its’ counsel in connection with any administrative, judicial, regulatory, or other proceeding arising from any charge, complaint, or other action relating to the period Employee was employed by the Company, or in connection with any transaction or other matter that requires Employee’s personal knowledge or experience to resolve. Employee acknowledges and agrees that in the event he is scheduled to be deposed as a Company witness in a pending litigation, he agrees to cooperate with the Company’s counsel and make himself readily available for such deposition or other related legal proceedings. The Company will provide reasonable compensation to Employee (including reimbursement of reasonable and necessary transportation expenses) for any services rendered at the Company’s request.
Non-Disparagement; Cooperation. (a) You understand and agree that as a condition for payment to you of the consideration herein described, you, on your behalf and on behalf of your Representatives, shall not (and your Representatives shall not) at any time engage in any form of conduct, or make any statements or representations that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Company, its management, stockholders, subsidiaries, parent, and/or other affiliates.
(b) From and after the Resignation Date, you shall (i) cooperate in all reasonable respects with the Company and its affiliates and their respective directors, officers, attorneys and experts in connection with the conduct of any dispute, action, proceeding, investigation or litigation involving the Company or any of its affiliates, including, without limitation, any such dispute, action, proceeding, investigation or litigation in which you are called to testify and (ii) promptly respond to all reasonable requests by the Company and its affiliates relating to information concerning the Company which may be in your possession. The Company shall, as a condition to your obligations under this Section 13(b), reimburse you for any reasonable out of pocket expenses incurred as a result of such cooperation, provided that such expenses have been approved in writing in advance by an executive officer of the Company.
Non-Disparagement; Cooperation. (a) You understand and agree that as a condition for payment to you of the consideration herein described, you, on your behalf and on behalf of your Representatives, will not (and your Representatives will not) at any time engage in any form of conduct, or make any statements or representations that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Company, its management, stockholders, subsidiaries, parent, and/or other affiliates. The Company agrees that its Senior Officers (as hereinafter defined) shall not, except as may be required by law, make any oral or written negative, disparaging or adverse statements, suggestions or representations of or concerning you. As used in this Section 9(a), the term “Senior Officer” means the President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Senior Vice President — Human Resources and Senior Vice President — General Counsel.
Non-Disparagement; Cooperation. You agree, to the extent permitted by law, that you will not, at any time after the date hereof, make any remarks or comments, orally or in writing, to any customer, potential customer, partner, supplier, employee, shareholder, potential investor, or any other person, which or who have, or could reasonably be anticipated to have, business dealings with the Company, which remarks or comments reasonably could be construed to be derogatory or disparaging to the Company or any of its shareholders, officers, directors, employees, attorneys or agents, or which reasonably could be anticipated to be damaging or injurious to the Company’s reputation or good will or to the reputation or good will of any person associated with the Company. Notwithstanding the above, your non-disparagement obligation shall not prohibit you from testifying truthfully in any legal proceeding.