Common use of Ongoing Cooperation Clause in Contracts

Ongoing Cooperation. Subject to Section 10, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to other commitments that Executive may have at the time of the request.

Ongoing Cooperation. Subject to Section 107, following the Separation Date, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s reasonable full cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the request. Executive further acknowledges that the amounts payable to Executive pursuant to this Agreement provides sufficient consideration for all such services and that no other consideration or payment of any type will be due to Executive.

Ongoing Cooperation. Subject to Section 10, Executive Employee agrees that Executive Employee will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or ExecutiveEmployee’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee. ExecutiveEmployee’s reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive Employee may have at the time of the request. The Company will also reimburse Employee for all out of pocket expenses incurred in connection with such cooperation.

Ongoing Cooperation. Subject to Section 105, the Executive agrees that the Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates through the Separation Date or the Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliatesaffiliates concerning any matter arising through the Separation Date, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by the Executive, pertinent knowledge possessed by the Executive, or any act or omission by the Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by the Executive, pertinent knowledge possessed by the Executive, or any act or omission by the Executive. The Executive’s full reasonable cooperation shall include, but not be limited to, consist of being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents the Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable |US-DOCS\134926153.5|| request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will The provision of such services shall be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect subject to other commitments that the Executive may have at the time of the requestrequest and shall reimburse the Executive for reasonable expenses.

Ongoing Cooperation. Subject to Section 10, Executive Employee agrees that Executive that, for a period of 90 days following the Effective Date of this Agreement, Employee will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or ExecutiveEmployee’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee. ExecutiveEmployee’s reasonable full cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive Employee may have at the time of the request.

Ongoing Cooperation. Subject to Section 107, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, | pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s full reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the requestrequest and shall reimburse Executive for reasonable expenses.

Ongoing Cooperation. Subject to Section 108, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s full reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the requestrequest and shall reimburse Executive for reasonable expenses consistent with expense reimbursement for senior executives of the Company. Notwithstanding the foregoing, for all cooperation provided pursuant to this Section 9 in excess of ten (10) hours in the aggregate, the Company shall pay Executive an hourly consulting fee at the rate of $305 per hour.

Ongoing Cooperation. Subject to Section 108, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s reasonable full cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the request. The Company will reimburse Executive’s reasonable out-of-pocket expenses incurred in assisting and cooperating with the Company and its affiliates under this Section 9.

Ongoing Cooperation. Subject to Section 109, Executive Employee agrees that Executive for a period of one (1) year after the Separation Date Employee, will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or ExecutiveEmployee’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by ExecutiveEmployee, pertinent knowledge possessed by ExecutiveEmployee, or any act or omission by ExecutiveEmployee. ExecutiveEmployee’s reasonable full cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what Executive believes to be accurate and truthful documents, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to materially comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive Employee may have at the time of the request. After the Separation Date Employee shall be compensated for any such time spent in any of such duties at the rate of $500 per hour. He shall be paid within 30 days of submitting a written invoice. Employer agrees that Employee would only be asked to provide information or guidance and any such information or guidance would not be considered legal advice by Employer. If Employer construes such information as legal advice then they agree not to hold Employee responsible or liable for such information.

Ongoing Cooperation. Subject to Section 108, Executive agrees that during the Transition Period and thereafter Executive will reasonably assist and cooperate with the Company Company, its subsidiaries and its affiliates (including its personnel) counsel upon the written request of the Company’s Chief Legal Officer (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, regulatory, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s full reasonable cooperation shall include, but not be limited to, providing true and complete factual information and producing, if legally permitted, all documents and records in Executive’s possession or control that may be requested by the Company or its counsel, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to shall consider other commitments that Executive may have at the time of the requestrequest and the Company shall reimburse Executive for reasonable expenses consistent with expense reimbursement for senior executives of the Company, Section 23 hereof and the Indemnification Agreement (as defined in Section 23). Nothing contained herein is in any way intended to restrict or limit any rights afforded to Executive under the federal and state Constitutions.

Ongoing Cooperation. Subject to Section 107, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s full reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the requestrequest and shall reimburse Executive for reasonable expenses.

Ongoing Cooperation. Subject to Section 108, Executive agrees that Executive will reasonably assist and cooperate with the Company and its affiliates (including its personnel) (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive’s full reasonable cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing what documents Executive believes knows to be accurate and truthful documentstruthful, appearing at the Company’s reasonable request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. Failure to comply with the above reasonable requests will be considered a material breach of this Agreement. In requesting such services, the Company and Executive will confer and cooperate in good faith with respect to consider other commitments that Executive may have at the time of the requestrequest and shall reimburse Executive for reasonable expenses consistent with expense reimbursement for senior executives of the Company.