Defense of Claims; Cooperation. During the Term and thereafter, upon reasonable request from the Company, Executive shall use commercially reasonable efforts to cooperate with the Company and its affiliates in the defense of any claims or actions that may be made by or against the Company or any of its affiliates that relate to Executive’s actual or prior areas of responsibility or knowledge. Executive shall further use commercially reasonable efforts to provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of the Company or any of its affiliates), that relates to Executive’s actual or prior areas of responsibility or knowledge.
Defense of Claims; Cooperation. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group that relate to Employee’s actual or prior areas of responsibility or knowledge. Employee shall further provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of any Company Group member), that relates to Employee’s actual or prior areas of responsibility or knowledge.
Defense of Claims; Cooperation. During the Term and thereafter, upon reasonable request from the Company, Executive shall use commercially reasonable efforts to cooperate with the Company and its affiliates in the defense of any claims or actions made by or against the Company or any of its affiliates that relate to Executive’s actual or prior areas of responsibility or knowledge. Executive shall further use commercially reasonable efforts to provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter by or before any court, arbitrator, regulatory, or governmental entity, and by or on behalf of the Company or any of its affiliates, that relates to Executive’s actual or prior areas of responsibility or knowledge. Executive will be reimbursed by the Company for reasonable out-of-pocket expenses incurred by Executive in connection with fulfilling Executive’s obligations under this Section 6.3. In no event shall Executive be required to act or cooperate in any matter that Executive reasonably believes is against Executive’s own interests.
Defense of Claims; Cooperation. During the Employment Period and for a period of eighteen (18) months after the Termination Date, upon request from the Company, Executive shall cooperate with the Company Group in the defense or investigation of any claims or actions that may be made by or against the Company Group that relate to Executive’s actual or prior areas of responsibility or knowledge.
Defense of Claims; Cooperation. During the Term and thereafter, upon reasonable request from the Company, Executive shall use commercially reasonable efforts to cooperate with the Company and its affiliates in the defense of any claims or actions that may be made by or against the Company or any of its affiliates that relate to Executive’s actual or prior areas of responsibility or knowledge. Executive shall further use commercially reasonable efforts to provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of the Company or any of its affiliates), that relates to Executive’s actual or prior areas of responsibility or knowledge. During and the Term and thereafter, the Company shall not settle any actual or threatened claim involving personal liability to or limitations upon Executive, or any of Executive’s affiliates or related parties, without Executive’s prior written approval, not to be unreasonably withheld.
Defense of Claims; Cooperation. During the Employment Period and thereafter, upon request from the Company, Executive shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group that relate to Executive’s actual or prior areas of responsibility or knowledge. Executive shall further provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of any Company Group member), that relates to Executive’s actual or prior areas of responsibility or knowledge.
Defense of Claims; Cooperation. If a claim for Damages (a "Claim") is to be made by an Indemnified Party under this Section 9.02 against an indemnifying party (an "Indemnifying Party" and collectively, the "Indemnifying Parties") or if any Action is filed against any Indemnified Party entitled to the benefit of indemnity hereunder, the Indemnified Party shall give written notice, specifying the projected amount of the loss and the method of computation thereof (a "Claim Notice"), to the Indemnifying Party as soon as practicable, but in no event more than 30 days, after the filing of such Action or receipt of any third party claim concerning any Damages for which indemnification may be sought under this Section 9.02; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder unless the Indemnifying Party is materially adversely affected by such delay. After receipt of such Claim Notice, the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such Claim or Action, (ii) to employ and engage attorneys of its own choice to handle and defend the same (unless the named parties to any such Action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party's expense, to separate counsel of its own choosing), and (iii) to compromise or settle such Claim or Action, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld; provided, however, that, notwithstanding the foregoing, the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such Claim or Action and any appeal arising therefrom. If the Indemnifying Party fails to assume the defense of such Claim or Action within 30 calendar days after receipt of the Claim Notice, the Indemnified Party will have the right to undertake, at the Indemnifying Party's expense, the defense, compromise or settlement of such Claim or Action on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Claim or Action shall not be compromised or...
Defense of Claims; Cooperation. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the Company Group that relate to Employee’s actual or prior areas of responsibility or knowledge upon receipt of reasonable notice from the Company of the need for same. Employee shall further provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of any Company Group member), that relates to Employee’s actual or prior areas of responsibility or knowledge. Any reasonable and documented out-of-pocket expenses incurred by Employee in connection with Employee’s obligations under this Section 13 shall be paid for by the Company.
Defense of Claims; Cooperation. During the Term and thereafter, upon reasonable request from the Company, Executive shall use commercially reasonable efforts to cooperate with the Company and its affiliates in the defense of any claims or actions made by or against the Company or any of its affiliates that relate to Executive’s actual or prior areas of responsibility or knowledge. Executive shall further use commercially reasonable efforts to provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review, investigation, process, or other matter by or before any court, arbitrator, regulatory, or governmental entity, and by or on behalf of the Company or any of its affiliates, that relates to Executive’s actual or prior areas of responsibility or knowledge. Executive will be reimbursed by the Company for reasonable out-of-pocket expenses incurred by Executive in connection with fulfilling Executive’s obligations under this Section 5.2. To the extent that such cooperation is requested after the Term, and the Executive is required to spend more than de minimis time on such matters, (a) the Company shall not make requests that would unreasonably interfere with the Executive’s then current employment or other commitments and (b) shall pay Executive a reasonable rate for her time on such matters based on her salary with the Company immediately prior to the date of termination of employment.
