Common use of Cooperation and Settlement Clause in Contracts

Cooperation and Settlement. As a condition to indemnification in any proceeding in which Executive seeks indemnification, Executive shall be required to: (i) keep the Company or its designated counsel fully informed of the progress, relevant facts, issues and events of such proceeding; (ii) cooperate with the Company and its counsel in the defense of any such proceeding; (iii) provide full and truthful testimony in and diligently pursue defense of such proceeding; and (iv) refrain from settling such proceeding without the Company’s approval and unless such settlement has a full and unconditional release of the Company and Executive.