Post-Termination Reasonable Cooperation Sample Clauses

Post-Termination Reasonable Cooperation. The Executive agrees and covenants that, after termination of his employment with the Corporation, he shall, to the extent reasonably requested by the Corporation, cooperate in good faith with the Corporation to assist the Corporation in the pursuit or defence of (except if the Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Corporation as to which the Executive, by virtue of his employment with the Corporation or service on the Board or any other position that the Executive held that was affiliated with or was held at the request of the Corporation or its affiliates, has relevant knowledge or information, including by acting as the Corporation’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Corporation shall reimburse the Executive for his reasonable out-of-pocket expenses incurred in compliance with this Section 9.4, including any reasonable travel expenses and reasonable legal fees incurred by the Executive. The Corporation shall use reasonable business efforts to provide the Executive with reasonable advance written notice of its need for the Executive’s reasonable cooperation and shall attempt to coordinate with the Executive the time and place at which the Executive’s reasonable cooperation shall be provided with the goal of minimizing the impact of such reasonable cooperation on any other material pre-scheduled business commitment that the Executive may have. The Executive’s cooperation described in this Section 9.4 shall be subject to the satisfaction of the Corporation’s indemnification obligations provided under Article VIII hereof and the maintenance of the Executive’s insurance coverage provided under Section 9.10 hereof.

Post-Termination Reasonable Cooperation. Executive agrees and covenants that, following the Term, he shall, to the extent reasonably requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which Executive, by virtue of his employment with the Company or service on the Board or any other position that Executive holds that is affiliated with or was held at the request of the Company or its affiliates, has relevant knowledge or information, including by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse Executive for his reasonable out-of-pocket expenses incurred in compliance with this Section 5.8, including any reasonable travel expenses and reasonable attorneys’ fees incurred by Executive. The Company shall use reasonable business efforts to provide Executive with reasonable advance written notice of its need for the Executive’s reasonable cooperation and shall attempt to coordinate with Executive the time and place at which Executive’s reasonable cooperation shall be provided with the goal of minimizing the impact of such reasonable cooperation on any other material pre-scheduled business commitment that Executive may have. Executive’s cooperation described in this Section 5.8 shall be subject to the maintenance of the indemnification and D&O insurance policy provided under Sections 6.1 and 6.2.