Common use of Response to Legal Process; Contents of Book Clause in Contracts

Response to Legal Process; Contents of Book. Notwithstanding Section 7.1, (a) the Executive may respond to a lawful and valid subpoena or other legal process relating to the Company or its business or operations; provided that the Executive shall: (i) give the Company the earliest possible notice thereof; (ii) as far in advance of the return date as possible, at the Company’s sole cost and expense, make available to the Company and its counsel the documents and other information sought; and (iii) at the Company’s sole cost and expense, assist such counsel in resisting or otherwise responding to such process, (b) the Executive’s reporting of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation shall not violate or constitute a breach of this Agreement, and (c) the disclosure of information, including Proprietary Information, in the Book (as defined in the Indemnification and Hold Harmless Agreement by and between Parent and Xxx Xxxxxxx, dated as of June 13, 2012) authored by Xxx Xxxxxxx shall not violate or constitute a breach of this Agreement.

Response to Legal Process; Contents of Book. Notwithstanding Section 7.1, (a) the Executive Chairman may respond to a lawful and valid subpoena or other legal process relating to the Company or its business or operations; provided that the Executive Chairman shall: (i) give the Company the earliest possible notice thereof; (ii) as far in advance of the return date as possible, at the Company’s sole cost and expense, make available to the Company and its counsel the documents and other information sought; and (iii) at the Company’s sole cost and expense, assist such counsel in resisting or otherwise responding to such process, (b) the ExecutiveChairman’s reporting of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation shall not violate or constitute a breach of this Agreement, and (c) the disclosure of information, including Proprietary Information, in the Book (as defined in the Indemnification and Hold Harmless Agreement by and between Parent and Xxx Xxxxxxx, dated as of June 13, 2012) authored by Xxx Xxxxxxx shall not violate or constitute a breach of this Agreement.

Response to Legal Process; Contents of Book. Notwithstanding Section 7.1, (a) the Executive may respond to a lawful and valid subpoena or other legal process relating to the Company or its business or operations; provided that the Executive shall: (i) give the Company the earliest possible notice thereof; (ii) as far in advance of the return date as possible, at the Company’s sole cost and expense, make available to the Company and its counsel the documents and other information sought; and (iii) at the Company’s sole cost and expense, assist such counsel in resisting or otherwise responding to such process, (b) the Executive’s reporting of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation shall not violate or US-DOCS\111566278.1 constitute a breach of this Agreement, and (c) the disclosure of information, including Proprietary Information, in the Book (as defined in the Indemnification and Hold Harmless Agreement by and between Parent and Xxx Xxxxxxx, dated as of June 13, 2012) authored by Xxx Xxxxxxx shall not violate or constitute a breach of this Agreement.