Common use of Assistance with Claims Clause in Contracts

Assistance with Claims. Executive agrees that, consistent with Executive’s business and personal affairs, during and after his employment by the Company, he will assist the Company in the defense of any claims or potential claims that may be made or threatened to be made against it in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (“Proceeding”) and will assist the Company in the prosecution of any claims that may be made by the Company in any Proceeding, to the extent that such claims may relate to Executive’s services provided under this Agreement; provided, however, in no event shall the term “assist” in the previous sentence be interpreted as requiring Executive to render legal services of any nature to or on behalf of the Company in connection with any such defense or prosecution after Executive’s employment by the Company. Executive agrees, unless precluded by law, to promptly inform the Company if Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. Executive also agrees, unless precluded by law, to promptly inform the Company if Executive is asked to assist in any investigation (whether governmental or private) of the Company (or its actions), regardless of whether a lawsuit has then been filed against the Company with respect to such investigation. The Company agrees to reimburse Executive for all of Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and any attorneys’ fees and shall pay a reasonable per diem fee (equal to 1/250th of his Base Salary rate at his Termination Date) for Executive’s services.

Appears in 3 contracts

Samples: Employment Agreement (Sprint Corp), Employment Agreement (Embarq CORP), Employment Agreement (Embarq CORP)

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Assistance with Claims. The Executive agrees that, consistent with for the period beginning on the Effective Date and continuing for a reasonable period after the Executive’s business and personal affairstermination of employment, during and after his employment by the Company, he Executive will assist the Company and the Subsidiaries in the defense of any claims or potential claims that may be made or threatened to be made against it in any actionthe Company and the Subsidiaries, suit, or proceeding, whether civil, criminal, administrative, or investigative (“Proceeding”) and will assist the Company and the Subsidiaries in the prosecution of any claims that may be made by the Company in any Proceedingor the Subsidiaries, to the extent that such claims may relate to Executive’s services provided under this Agreement; provided, however, in no event shall performed by the term “assist” in the previous sentence be interpreted as requiring Executive to render legal services of any nature to or on behalf of for the Company in connection with any such defense or prosecution after Executive’s employment by and the CompanySubsidiaries. The Executive agrees, unless precluded by law, agrees to promptly inform the Company if Executive is asked to participate (or otherwise become involved) in he becomes aware of any Proceeding lawsuits involving such claims or potential claims. Executive also agrees, unless precluded by law, to promptly inform the Company if Executive is asked to assist in any investigation (whether governmental or private) of the Company (or its actions), regardless of whether a lawsuit has then been that may be filed against the Company with respect to such investigationor any Subsidiary. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and any attorneys’ fees and reasonable legal expenses. The Executive shall pay a choose his legal counsel in his reasonable per diem fee (equal to 1/250th of his Base Salary rate at his Termination Date) for sole discretion. For periods after the Executive’s servicesemployment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or the Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company or the Subsidiaries, regardless of whether a lawsuit has then been filed against the Company or the Subsidiaries with respect to such investigation.

Appears in 2 contracts

Samples: Employment Agreement (Prologis), Employment Agreement (Prologis)

Assistance with Claims. The Executive agrees that, consistent with the Executive’s business and personal affairs, during and after his employment by the Company, he will assist the Company and the Affiliated Entities in the defense of any claims claims, or potential claims that may be made or threatened to be made against it any of them in any action, suit, suit or proceeding, whether civil, criminal, administrative, administrative or investigative (a “Proceeding”) ), and will assist the Company and the Affiliated Entities in the prosecution of any claims that may be made by the Company or the Affiliated Entities in any Proceeding, to the extent that such claims may relate to the Executive’s services provided under this Agreement; provided, however, in no event shall employment or the term “assist” in the previous sentence be interpreted as requiring Executive to render legal services period of any nature to or on behalf of the Company in connection with any such defense or prosecution after Executive’s employment by the Company. The Executive agrees, unless precluded by law, to promptly inform the Company if Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. The Executive also agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or private) of the Company or the Affiliated Entities (or its their actions), regardless of whether a lawsuit has then been filed against the Company or the Affiliated Entities with respect to such investigation. The Company agrees to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and any attorneys’ fees and if such assistance is rendered at a time when the Executive is not actively employed by the Company or at a time in respect of which the Executive is receiving the Severance Payment, shall pay a reasonable per diem fee (equal to 1/250th of his Base Salary rate at his Termination Date) for the Executive’s services.

Appears in 2 contracts

Samples: Employment Agreement (Huntington Bancshares Inc/Md), Employment Agreement (Huntington Bancshares Inc/Md)

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Assistance with Claims. The Executive agrees that, consistent with for the period beginning on the Effective Date and continuing for a reasonable period after the Executive’s business and personal affairstermination of employment, during and after his employment by the Company, he Executive will assist the Company and its affiliates in the defense of any claims or potential claims that may be made or threatened to be made against it in any actionthe Company and its affiliates, suit, or proceeding, whether civil, criminal, administrative, or investigative (“Proceeding”) and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company in or any Proceedingof its affiliates, to the extent that such claims may relate to Executive’s services provided under this Agreement; provided, however, in no event shall performed by the term “assist” in the previous sentence be interpreted as requiring Executive to render legal services of any nature to or on behalf of for the Company in connection with any such defense or prosecution after Executive’s employment by the Companyand its affiliates. The Executive agrees, unless precluded by law, agrees to promptly inform the Company if Executive is asked to participate (or otherwise become involved) in he becomes aware of any Proceeding lawsuits involving such claims or potential claims. Executive also agrees, unless precluded by law, to promptly inform the Company if Executive is asked to assist in any investigation (whether governmental or private) of the Company (or its actions), regardless of whether a lawsuit has then been that may be filed against the Company with respect to such investigationor any of its affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses and any attorneys’ fees and reasonable legal expenses. The Executive shall pay a choose his legal counsel in his reasonable per diem fee (equal to 1/250th of his Base Salary rate at his Termination Date) for sole discretion. For periods after the Executive’s servicesemployment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or any of its affiliates (or their actions) that may relate to services performed by the Executive for the Company or any of its affiliates, regardless of whether a lawsuit has then been filed against the Company or any of its affiliates with respect to such investigation.

Appears in 1 contract

Samples: Employment Agreement (Prologis)

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