COOPERATION/INDEMNIFICATION Sample Clauses

COOPERATION/INDEMNIFICATION. From your Separation Date, and for as long thereafter as shall be reasonably necessary, you agree to cooperate fully with Freescale in any investigation, litigation or other action arising out of transactions in which you were involved or of which you had knowledge during your employment by Freescale. If you incur any business expenses in the course of performing your obligations under this paragraph, you will be reimbursed for the full amount of all reasonable expenses upon your submission of adequate receipts confirming that such expenses actually were incurred. Freescale will indemnify you for judgments, fines, penalties, settlement amounts and expenses (including reasonable attorneys’ fees and expenses) reasonably incurred in defending any actual or threatened action, lawsuit, investigation or other similar proceeding arising out of your employment with Freescale, provided that if the matter is a civil action, you acted in good faith and in a manner you reasonably believed to be in, or not opposed to, the best interests of Freescale and if the matter is a criminal action, and you had no reasonable cause to believe your conduct was unlawful.

COOPERATION/INDEMNIFICATION. In the event the Non-Initiating Party elects to participate in a tender offer initiated by the Initiating Party, the Non-Initiating Party shall cooperate with the Initiating Party in the commencement, conduct and consummation of the tender offer and any related acquisition of shares of the Securities, and shall take all actions and execute and deliver all documents required to be taken by it in connection therewith, including, without limitation, promptly furnishing the Initiating Party with all information required to be included in filings required to be made with any governmental body in connection with the tender offer or the acquisition of the Securities, whether pursuant to the Securities Exchange Act of 1934, as amended, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act, foreign antitrust laws, state regulatory requirements or otherwise. The Initiating Party shall give the Non-Initiating Party and its counsel, if any, the opportunity to review the foregoing before filing or execution thereof and will consider in good faith the comments of the Non-Initiating Party thereon. Unless the Non-Initiating Party delivers a Withdrawal Notice, the Initiating Party shall undertake, in a form and on terms reasonably acceptable to the Initiating Party, to indemnify and hold harmless the Non-Initiating Party from and against any losses, claims, damages, liabilities, judgments, costs and expenses arising out of any untrue statement of a material fact contained in any such filing, or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission relates to the Initiating Party. The Non-Initiating Party shall undertake, in a form and on terms reasonably acceptable to the Initiating Party, to indemnify and hold harmless the Initiating Party from and against any losses, claims, damages, liabilities, judgments, costs and expenses arising out of any untrue statement of a material fact contained in any such filing or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is based on information furnished by the Non-Initiating Party to the Initiating Party for use in any such filing.

COOPERATION/INDEMNIFICATION. From your Transition Date, and for as long thereafter as shall be reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of transactions in which you were involved or of which you had knowledge during your employment by Motorola. If you incur any business expenses in the course of performing your obligations under this paragraph, you will be reimbursed for the full amount of all reasonable expenses upon your submission of adequate receipts confirming that such expenses actually were incurred. Motorola will indemnify you for judgments, fines, penalties, settlement amounts and expenses (including reasonable attorneys fees and expenses) reasonably incurred in defending any actual or threatened action, lawsuit, investigation or other similar proceeding arising out of your employment with Motorola, provided that if the matter is a civil action, you acted in good faith and in a manner you reasonably believed to be in, or not opposed to, the best interests of Motorola and if the matter is a criminal action, you had no reasonable cause to believe your conduct was unlawful (in each case as determined under Delaware general Corporation Law).

COOPERATION/INDEMNIFICATION. From your Retirement Date, and for as long thereafter as shall be reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of transactions in which you were involved or of which you had knowledge during your employment by Motorola. Motorola will use reasonable efforts to provide you with reasonable advance notice of any such required cooperation and will use reasonable efforts to schedule the time and place of related required meetings or events in a manner consistent with your other commitments. Should Motorola request your cooperation under this paragraph to consult for more than five (5) business days during any twelve (12) consecutive month period after June 30, 2006, Motorola shall compensate you at a per diem rate of Two Thousand Five Hundred Dollars and No Cents ($2,500), payable in half-day increments, in exchange for your time. If you incur any travel or other business expenses in the course of performing your obligations under this paragraph, you will be reimbursed for the full amount of all reasonable expenses upon your submission of adequate receipts confirming that such expenses actually were incurred. Motorola will indemnify you for judgments, fines, penalties, settlement amounts and expenses (including reasonable attorneys fees and expenses) reasonably incurred in defending any actual or threatened action, lawsuit, investigation or other similar proceeding arising out of your employment with Motorola, provided that if the matter is a civil action, you acted in good faith and in a manner you reasonably believed to be in, or not opposed to, the best interests of Motorola and if the matter is a criminal action, you had no reasonable cause to believe your conduct was unlawful (in each case as determined under Delaware general Corporation Law). Your right to indemnification provided by this paragraph shall be in addition to and not in lieu of any other rights to indemnification you may now have or in the future be entitled to under applicable law, Motorola’s certificate of incorporation, by-laws, directors’ and officers’ insurance or by agreement.

COOPERATION/INDEMNIFICATION. From your Transition Date, and for as long thereafter as shall be reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of transactions in which you were involved or of which you had knowledge during your employment by Motorola. If you incur any business expenses in the course of performing your obligations under this paragraph, you will be reimbursed for the full amount of all reasonable expenses upon your submission of adequate receipts confirming that such expenses actually were incurred. Both before and after termination of your employment, Motorola will continue to indemnify you from claims, demands, judgments, fines, penalties, settlement amounts, expenses (including reasonable attorneys fees and expenses) and all other liability reasonably incurred in defending any actual or threatened action, lawsuit, investigation or other similar judicial, arbitration or administrative proceeding arising out of your employment with Motorola, provided that if the matter is a civil action, you acted in good faith and in a manner you reasonably believed to be in, or not opposed to, the best interests of Motorola and if the matter is a criminal action, you had no reasonable cause to believe your conduct was unlawful. Such indemnification shall continue for so long as you may be subject to liability in connection with your service as an officer or director of Motorola. You will continue to be insured under policies of directors and officers liability insurance, to the fullest extent permitted for former officers or directors under the applicable policy(ies); provided, such insurance coverage may be terminated if Motorola terminates coverage generally for all officers and directors.

COOPERATION/INDEMNIFICATION. Employee agrees to cooperate fully in any litigation or other dispute involving Employer to which Employee is or becomes a material witness. Employee agrees to attend and give truthful testimony at depositions, arbitrations, trials and any other procedure or dispute resolution upon reasonable notice by Employer, following Termination Date; and Employer shall pay Employee a reasonable hourly rate and reimburse any reasonable out-of-pocket expenses related to Employee’s time hereunder. In the event Employee becomes party to any legal, administrative or other proceeding as a result of the performance of his duties on behalf of Employer, Employer shall, to the extent permissible in its Articles of Association, insurance policies and/or applicable regulations, indemnify, defend and hold harmless Employee against any claims arising out of such legal proceeding. Employer shall retain all right in such instance to engage counsel on its and Employee’s behalf and to settle all claims on Employee’s behalf unless and until it is apparent there is a conflict of interest between Employer and Employee in such legal proceeding, in which case the parties shall select alternative counsel for Employee and Employer shall bear the cost thereof.

COOPERATION/INDEMNIFICATION. Koch agrees that, upon reasonable request, he will cooperate with th▇ ▇▇mpany so long as such cooperation does not interfere in any material respects with any full-time job he may have or business he is conducting at the time. The obligation to cooperate will extend only to these matters with which Koch may have been involved while he was employed by the Company. ▇▇e Company agrees to reimburse Koch for any and all expenses reasonably incurred by him in connect▇▇▇ with any such request made by the Company. The Company acknowledges and confirms that Koch is entitled to indemnification to the extent provided for in t▇▇ ▇ompany's charter and bylaws, the charter and bylaws of any of the Company's subsidiaries that Koch served as an officer and/or director, including Villa Sistemi ▇▇▇▇cali, S.p.A., and any insurance policies of the Company or its subsidiaries providing for indemnification coverage to Koch.

COOPERATION/INDEMNIFICATION. For as long as reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of situations in which you were involved or knew about during your employment. Motorola will indemnify you for judgments, penalties, settlements and reasonable defense costs for any actual or threatened investigation, negotiation, litigation or other action arising from your Motorola employment to the full extent elected officers may be indemnified under Motorola's Certificate of Incorporation, as it may be restated or amended from time to time.

COOPERATION/INDEMNIFICATION. Upon the receipt of reasonable notice from the Partnership (including outside counsel of the Partnership), Director agrees that while employed by or providing services to or for the benefit of the Partnership or any of its Subsidiaries or Affiliates and thereafter, Director will respond and provide information with regard to matters in which Director has knowledge as a result of Director’s service-relationship with the Partnership or any of its Subsidiaries or Affiliates, and will provide reasonable assistance to the Partnership, its Affiliates and their respective representatives in defense of any claims that may be made against the Partnership or its Affiliates, and will assist the Partnership and its Affiliates in the prosecution of any claims that may be made by the Partnership or its Affiliates, to the extent that such claims may relate to the period of Director’s employment with or service to or for the benefit of the Partnership or any of its Subsidiaries or Affiliates (collectively, “Claims”). Director agrees to promptly inform the Partnership if Director becomes aware of any lawsuits involving Claims that may be filed or threatened against the Partnership or its Affiliates. Director also agrees to promptly inform the Partnership (to the extent that Director is legally permitted to do so) if Director is asked to assist in any investigation of the Partnership or its Affiliates (or their actions) or another party attempts to obtain information or documents from Director (other than in connection with any litigation or other proceeding in which Director is a party-in-opposition) with respect to matters Director believes in good faith to relate to any investigation of the Partnership or its Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Partnership or its Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Director shall not communicate with anyone (other than Director’s attorneys and tax and/or financial advisors and except to the extent that Director determines in good faith is necessary in connection with the performance of Director’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Partnership or any of its Affiliates without giving prior written notice to the Partn...