Common use of Cooperation and Non-Disparagement Clause in Contracts

Cooperation and Non-Disparagement. (a) If Executive’s employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company’s expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive’s other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive’s services shall be rendered by personal consultation at Executive’s residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive’s obligations hereunder, in accordance with the Company’s normal expense reimbursement policies for senior executives.

Cooperation and Non-Disparagement. (a) If Executive’s 's employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company’s 's expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive’s 's other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive’s 's services shall be rendered by personal consultation at Executive’s 's residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive’s 's obligations hereunder, in accordance with the Company’s 's normal expense reimbursement policies for senior executives.