Common use of Cooperation Clause Clause in Contracts

Cooperation Clause. Employee agrees that, as requested by the Company or its counsel, he will fully cooperate with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the extent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule, and shall be scheduled so as not to unreasonably interfere with Employee’s professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess of 8 hours of cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 12, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policy.

Cooperation Clause. Employee agrees that, as requested by the Company or its counsel, he will fully cooperate with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the extent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule, and shall be scheduled so as not to unreasonably interfere with Employee’s professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess of 8 hours of cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 1211, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policy.

Cooperation Clause. Employee agrees that, as requested by the Company or its counsel, he will fully cooperate with the Company and its counsel in any internal review, investigation, or audit; and any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demandlawsuits. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the extent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s 's reasonable, good faith personal commitments and professional schedule, and shall be scheduled so as not to unreasonably interfere with Employee’s professional schedulebusiness commitments. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess of 8 hours of cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 12, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policy.

Cooperation Clause. Employee agrees that, as requested by the Company or its counsel, he will fully cooperate with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the extent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule, and shall be scheduled so as not to unreasonably interfere with Employee’s professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess of 8 hours of cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 1210, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policy.

Cooperation Clause. Upon the receipt of reasonable notice from the Company (including outside counsel), Employee agrees thatthat Employee will respond and provide information with regard to matters in which Employee has knowledge as a result of Employee’s employment with the Company, as requested and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of all claims that may be made by the Company or its counselaffiliates, he will fully cooperate to the extent that such claims may relate to the period of Employee’s employment with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision)Company. Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others (other than Employee) for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatorylawsuit, investigation, proceeding, administrative review, or legal action arbitration. Employee agrees to promptly inform the Company if Employee becomes aware of any lawsuit involving such claims that may be filed or proceedingthreatened against the Company or its affiliates. To Employee also agrees to promptly inform the Company (to the extent possiblethat Employee is legally permitted to do so) if Employee is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not provide such assistance unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Employee in complying with this Section 17. Any such cooperation request from the Company shall be reasonable and shall accommodate Employee’s personal and business commitments and shall not interfere with Employee’s ability to engage in gainful employment. If, following March 2023, the amount or duration of the time required by Employee to provide such cooperation exceeds four hours in any week, the Company will try provide reasonable compensation to limit Employee, as an independent contractor, at a rate to be determined by the parties, subject to Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule, and shall be scheduled so as not to unreasonably interfere with Employee’s professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of an invoice setting forth the appropriate documentation to the Company. In addition, to the extent the Company requires Employee to provide in excess time incurred and a description of 8 hours of such cooperation in any calendar month, then the Company shall pay Employee an hourly fee based on the last salary rate paid to Employee prior to the Separation Date. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 12, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policyservices.