Common use of Executive’s Cooperation Clause in Contracts

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.

Executive’s Cooperation. During the Term Employment Period and for five (5) years thereafter, Executive shall reasonably cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or investigation or any material dispute with a third party, in each case party as reasonably requested by the Company (including, without limitation, Executive’s Executive being reasonably available to the Company upon reasonable notice and at reasonable times for interviews and factual investigations, appearing at the Company’s 's request upon reasonable notice and at reasonable times to give testimony without requiring service of a subpoena or other legal process, volunteering delivering to the Company all pertinent requested information and turning over to the Company all relevant documents which are or may come into Executive’s 's possession, all at times and on schedules that are reasonably consistent with Executive’s 's other permitted activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires requests Executive’s 's cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reimburse Executive for all reasonable travel expenses and other reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reimburse Executive for all reasonable attorneys’ fees and expenses, including without limitation all attorneys fees and expenses, incurred by Executive in connection with any such investigation or proceeding. Notwithstanding anything contained herein to the extent thatcontrary, after consultation Executive shall not be required to cooperate or assist the Company in any such investigation or proceeding in the event that (i) legal counsel to Executive advises him that a reasonable likelihood exists of a conflict of interest between the Company and its Affiliates and Executive or (ii) cooperation with the CompanyCompany could incriminate the Executive or adversely affect the defense by Executive of any investigation, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.claim or proceeding. * * * * *

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s 's being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s 's request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s 's possession, all at times and on schedules that are reasonably consistent with Executive’s 's other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s 's duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s 's best interests. In the event that the Company requires Executive’s 's cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ ' fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.. * * * * * [SIGNATURE PAGE FOLLOWS]

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s 's being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s 's request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s 's possession, all at times and on schedules that are reasonably consistent with Executive’s 's other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s 's duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s 's best interests. In the event that the Company requires Executive’s 's cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ ' fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his her then current employment, (c) causes Executive to breach in any material respect any material agreement by which he she is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his her reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his her obligations hereunder.

Executive’s Cooperation. During the Term Employment Period and for five (5) years thereafter, Executive shall reasonably cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or investigation or any material dispute with a third party, in each case party as reasonably requested by the Company (including, without limitation, Executive’s Executive being reasonably available to the Company upon reasonable notice and at reasonable times for interviews and factual investigations, appearing at the Company’s request upon reasonable notice and at reasonable times to give testimony without requiring service of a subpoena or other legal process, volunteering delivering to the Company all pertinent requested information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires requests Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reimburse Executive for all reasonable travel expenses and other reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reimburse Executive for all reasonable attorneys’ fees and expenses, including without limitation all attorneys fees and expenses, incurred by Executive in connection with any such investigation or proceeding. Notwithstanding anything contained herein to the extent thatcontrary, after consultation Executive shall not be required to cooperate or assist the Company in any such investigation or proceeding in the event that (i) legal counsel to Executive advises him that a reasonable likelihood exists of a conflict of interest between the Company and its Affiliates and Executive or (ii) cooperation with the CompanyCompany could incriminate the Executive or adversely affect the defense by Executive of any investigation, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunderclaim or proceeding.

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s 's being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s 's request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s 's possession, all at times and on schedules that are reasonably consistent with Executive’s 's other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s 's duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s 's best interests. In the event that the Company requires Executive’s 's cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ ' fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.. * * * * *

Executive’s Cooperation. During After the Term and for five (5) years thereafterTermination Date, Executive shall cooperate with the Company and its Subsidiaries in affiliates, upon the Company’s reasonable request, with respect to any internal investigation, any investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or investigation or any material dispute its affiliates during his employment with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s Executive being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant Company documents which are or may have come into Executive’s possessionpossession during his employment); provided, all at times and on schedules however, that are reasonably consistent (i) any such request by the Company shall not be unduly burdensome or interfere with Executive’s other activities and commitments), personal schedule or ability to engage in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts gainful employment and (ii) this provision shall not apply to any such investigation or proceeding that arises out of or relates to a dispute between Executive and the Company and/or any of its affiliates or if Executive’s reasonable attorneys’ fees incurred by Executive interests are adverse to the extent thatCompany or its affiliates in any such investigation or proceeding. The Company agrees to promptly pay or reimburse Executive upon demand for all of Executive’s reasonable travel and other direct expenses reasonably incurred, after consultation or to be reasonably incurred, to comply with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his Executive’s obligations hereunder.under this Section 15. (Signature page(s) follow) | |

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s 's being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s 's request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s 's possession, all at times and on schedules that are reasonably consistent with Executive’s 's other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s 's duties under his her then current employment, (c) causes Executive to breach in any material respect any material agreement by which he she is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s 's best interests. In the event that the Company requires Executive’s 's cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his her reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ ' fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his her obligations hereunder.. * * * * *

Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by the Company (including, without limitation, Executive’s being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, excluding documents which may come into Executive’s possession after the Term from third parties which are subject to obligations of confidentiality, all at times and on schedules that are reasonably consistent with Executive’s other activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonable attorneys’ fees incurred by Executive to the extent that, after consultation with the Company, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.

Executive’s Cooperation. During After the Term and for five (5) years thereafterSeparation Date, Executive shall cooperate with the Company and its Subsidiaries in affiliates, upon the Company’s reasonable request, with respect to any internal investigation, any investigation or administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case as reasonably requested by involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during Executive’s employment with the Company, or about which Executive has knowledge (including, without limitation, Executive’s Executive being reasonably available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant Company documents which are or may have come into Executive’s possessionpossession during Executive’s employment); provided, all at times and on schedules however, that are reasonably consistent any such request by the Company shall not be unduly burdensome or interfere with Executive’s other activities and commitments)personal schedule or ability to engage in gainful employment. If Executive received from any third party (excluding government entities) notice that he is required to provide testimony or information in any context about the Company or any Releasee, except as prohibited by applicable law, Executive agrees to provide the General Counsel of the Company with written notice of such notice within twenty-four (24) hours of receiving it. Thereafter, Executive agrees to cooperate with the Company in each case limited responding (if necessary) to such legal process. To the extent that legally permissible, Executive also agrees not to testify or provide any information if the Company has informed Executive of its intent to contest the validity or enforceability of any request, subpoena, or court order until such cooperation (a) becomes unduly burdensome for Executive (including in terms of time as the time commitments required by Company has informed Executive in connection with writing that it consents to Executive’s testimony or has fully exhausted its efforts to challenge any such cooperation)request, (b) in the event that such cooperation subpoena, or court order. If Executive is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that provide testimony about the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) or any reasonable attorneys’ fees incurred by Executive to the extent that, after consultation with the CompanyReleasee, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereundershall testify truthfully at all times.

Executive’s Cooperation. During the Term Employment Period and for five (5) years thereafter, Executive shall reasonably cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or investigation or any material dispute with a third party, in each case party as reasonably requested by the Company (including, without limitation, Executive’s Executive being reasonably available to the Company upon reasonable notice and at reasonable times for interviews and factual investigations, appearing at the Company’s request upon reasonable notice and at reasonable times to give testimony without requiring service of a subpoena or other legal process, volunteering delivering to the Company all pertinent requested information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments), in each case limited to the extent that such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection with such cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then current employment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive is advised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires requests Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reimburse Executive for all reasonable travel expenses and other reasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receipts and (ii) any reimburse Executive for all reasonable attorneys’ fees and expenses, including without limitation all attorneys fees and expenses, incurred by Executive in connection with any such investigation or proceeding. Notwithstanding anything contained herein to the extent thatcontrary, after consultation Executive shall not be required to cooperate or assist the Company in any such investigation or proceeding in the event that (i) legal counsel to Executive advises him that a reasonable likelihood exists of a conflict of interest between the Company and its Affiliates and Executive or (ii) cooperation with the CompanyCompany could incriminate the Executive or adversely affect the defense by Executive of any investigation, Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.claim or proceeding. * * * * *