Common use of Assistance with Claims Clause in Contracts

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive's termination of employment with the Company, the Executive will assist the Company and the Affiliates and the Parent Affiliates in defense of any claims that may be made against the Company, the Affiliates and the Parent Affiliates and will assist the Company, the Affiliates and the Parent Affiliates in the prosecution of any claims that may be made by the Company, the Affiliates and the Parent Affiliates, to the extent that such claims may relate to services performed by the Executive for the Company, the Affiliates and the Parent Affiliates . The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates and the Parent Affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company, the Affiliates and the Parent Affiliates (or their actions) that may relate to services performed by the Executive for the Company, the Affiliates and the Parent Affiliates, regardless of whether a lawsuit has then been filed against the Company, the Affiliates and the Parent Affiliates with respect to such investigation.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive's termination ’s Date of employment with the CompanyTermination, the Executive will assist the Parent Company and the Affiliates and Subsidiaries in the Parent Affiliates in defense of any claims that may be made against the Company, the Affiliates Parent Company and the Parent Affiliates Subsidiaries, and will assist the Company, the Affiliates Parent Company and the Parent Affiliates Subsidiaries in the prosecution of any claims that may be made by the Company, Parent Company or the Affiliates and the Parent AffiliatesSubsidiaries, to the extent that such claims may relate to services performed by the Executive for the Company, the Affiliates Parent Company and the Parent Affiliates Subsidiaries. The Executive agrees to promptly inform the Parent Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates Parent Company or any Subsidiary. The Employer and the Parent Affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's ’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's ’s employment with the Company Employer terminates, the Company Employer agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Parent Company if he is asked to assist in any investigation of the Company, Parent Company or the Affiliates and the Parent Affiliates Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company, Parent Company or the Affiliates and the Parent AffiliatesSubsidiaries, regardless of whether a lawsuit has then been filed against the Company, Parent Company or the Affiliates and the Parent Affiliates Subsidiaries with respect to such investigation.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing that for a reasonable period after the Executive's ’s termination of employment with the Companyemployment, the Executive will assist provide a reasonable level of assistance to the Company and the Affiliates and in the Parent Affiliates in defense of any claims that may be made against the Company, the Affiliates Company and the Parent Affiliates Affiliates, and will assist provide a reasonable level of assistance to the Company, the Affiliates Company and the Parent Affiliates in the prosecution of any claims that may be made by the Company, Company or the Affiliates and the Parent Affiliates, to the extent that such claims may relate to services performed by the Executive for the Company, the Affiliates Company and the Parent Affiliates Affiliates. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates and the Parent AffiliatesCompany or any Affiliate. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's ’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees agrees, except as prohibited by law, to promptly inform the Company if he is asked to assist in any investigation of the Company, Company or the Affiliates and the Parent Affiliates (or their actions) that may relate to services performed by the Executive for the Company, Company or the Affiliates and the Parent Affiliates, regardless of whether a lawsuit has then been filed against the Company, Company or the Affiliates and the Parent Affiliates with respect to such investigation. The Company agrees that, in requesting and/or scheduling any assistance from the Executive pursuant to this paragraph 10, it will reasonably accommodate Executive’s professional or personal duties, obligations or commitments. The Company further agrees that, to the extent that the Executive is involved in or subject to any claims, the Executive will be protected by the indemnification provisions contained within the Company’s Bylaws or any such other indemnification protections applicable to Company directors and/or officers at the time of the claims.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after consistent with the Executive's termination of ’s business and personal affairs, during and after his employment with by the Company, the Executive he will assist the Company and the Affiliates and Affiliated Entities in the Parent Affiliates in defense of any claims, or potential claims that may be made or threatened to be made against the Companyany of them in any action, the Affiliates and the Parent Affiliates suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), and will assist the Company, the Affiliates Company and the Parent Affiliates Affiliated Entities in the prosecution of any claims that may be made by the Company, Company or the Affiliates and the Parent AffiliatesAffiliated Entities in any Proceeding, to the extent that such claims may relate to services performed the Executive’s employment or the period of Executive’s employment by the Executive for the Company, the Affiliates and the Parent Affiliates . The Executive agrees agrees, unless precluded by law, to promptly inform the Company if he becomes aware of Executive is asked to participate (or otherwise become involved) in any lawsuits Proceeding involving such claims that may be or potential claims. The Executive also agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or private) of the Company or the Affiliated Entities (or their actions), regardless of whether a lawsuit has then been filed against the Company, Company or the Affiliates and the Parent AffiliatesAffiliated Entities with respect to such investigation. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's ’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after expenses and any attorneys’ fees and if such assistance is rendered at a time when the Executive is not actively employed by the Company or at a time in respect of which the Executive is receiving the Severance Payment, shall pay a reasonable per diem fee for the Executive's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company, the Affiliates and the Parent Affiliates (or their actions) that may relate to services performed by the Executive for the Company, the Affiliates and the Parent Affiliates, regardless of whether a lawsuit has then been filed against the Company, the Affiliates and the Parent Affiliates with respect to such investigation’s services.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing that for a reasonable period after the Executive's termination of employment with the Companyemployment, the Executive will assist provide a reasonable level of assistance to the Company and the Affiliates and in the Parent Affiliates in defense of any claims that may be made against the Company, the Affiliates Company and the Parent Affiliates Affiliates, and will assist provide a reasonable level of assistance to the Company, the Affiliates Company and the Parent Affiliates in the prosecution of any claims that may be made by the Company, Company or the Affiliates and the Parent Affiliates, to the extent that such claims may relate to services performed by the Executive for the Company, the Affiliates Company and the Parent Affiliates Affiliates. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates and the Parent AffiliatesCompany or any Affiliate. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees agrees, except as prohibited by law, to promptly inform the Company if he is asked to assist in any investigation of the Company, Company or the Affiliates and the Parent Affiliates (or their actions) that may relate to services performed by the Executive for the Company, Company or the Affiliates and the Parent Affiliates, regardless of whether a lawsuit has then been filed against the Company, Company or the Affiliates and the Parent Affiliates with respect to such investigation. The Company agrees that, in requesting and/or scheduling any assistance from the Executive pursuant to this paragraph 10, it will reasonably accommodate Executive's professional or personal duties, obligations or commitments. The Company further agrees that, to the extent that the Executive is involved in or subject to any claims, the Executive will be protected by the indemnification provisions contained within the Company's Bylaws or any such other indemnification protections applicable to Company directors and/or officers at the time of the claims.

Assistance with Claims. The Executive Employee agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive's termination Employee’s Date of employment with the CompanyTermination, the Executive Employee will assist the Company and the Affiliates and the Parent Affiliates in defense of any claims that may be made against the Company, the Affiliates Company and the Parent Affiliates Affiliates, and will assist the Company, the Affiliates Company and the Parent Affiliates in the prosecution of any claims that may be made by the Company, Company or the Affiliates and the Parent Affiliates, to the extent that such claims may relate to services performed by the Executive Employee for the Company, the Affiliates Company and the Parent Affiliates Affiliates. The Executive Employee agrees to promptly inform the Company if he the Employee becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates and the Parent AffiliatesCompany or any Affiliate. The Company agrees to provide legal counsel to the Executive Employee in connection with such assistance (to the extent legally permitted), and to reimburse the Executive Employee for all of the Executive's Employee’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's Employee’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive Employee for such assistance. The Executive Employee also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company, Company or the Affiliates and the Parent Affiliates (or their actions) that may relate to services performed by the Executive Employee for the Company, Company or the Affiliates and the Parent Affiliates, regardless of whether a lawsuit has then been filed against the Company, Company or the Affiliates and the Parent Affiliates with respect to such investigation.

Assistance with Claims. The Executive agrees that, for during the period beginning on the Effective DateAgreement Term, and continuing for a reasonable period after the Executive's termination ’s Date of employment with the CompanyTermination, the Executive will assist the Parent, the Company and the Affiliates and the Parent Affiliates Subsidiaries in defense of any claims that may be made against the CompanyParent, the Affiliates Company and the Parent Affiliates Subsidiaries, and will assist the CompanyParent, the Affiliates Company and the Parent Affiliates Subsidiaries in the prosecution of any claims that may be made by the CompanyParent, the Affiliates and Company or the Parent AffiliatesSubsidiaries, to the extent that such claims may relate to services performed by the Executive for the CompanyParent, the Affiliates Company and the Parent Affiliates Subsidiaries. The Executive agrees to promptly inform the Company if he becomes upon becoming aware of any lawsuits involving such claims that may be filed against the CompanyParent, the Affiliates and the Parent AffiliatesCompany or any Subsidiary. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's ’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's ’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is upon being asked to assist in any investigation of the CompanyParent, the Affiliates and Company or the Parent Affiliates Subsidiaries (or their actions) that may relate to services performed by the Executive for the CompanyParent, the Affiliates and Company or the Parent AffiliatesSubsidiaries, regardless of whether a lawsuit has then been filed against the CompanyParent, the Affiliates and Company or the Parent Affiliates Subsidiaries with respect to such investigation.

Assistance with Claims. The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive's termination Date of employment with the CompanyTermination, the Executive will assist the Company Company, the School and the Affiliates and Subsidiaries in the Parent Affiliates in defense of any claims that may be made against any of the Company, the Affiliates School and the Parent Affiliates Subsidiaries, and will assist the Company, the Affiliates School and the Parent Affiliates Subsidiaries in the prosecution of any claims that may be made by the Company, the Affiliates and School or any of the Parent AffiliatesSubsidiaries, to the extent that such claims may relate to services performed by the Executive for the Company, the Affiliates School and the Parent Affiliates Subsidiaries. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company, the Affiliates and School or any subsidiary of the Parent AffiliatesCompany. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive's reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive's employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company, the Affiliates and School or any of the Parent Affiliates Subsidiaries (or their actions) that may relate to services performed by the Executive for the Company, the Affiliates and School or any of the Parent AffiliatesSubsidiaries, regardless of whether a lawsuit has then been filed against the Company, the Affiliates and School or any of the Parent Affiliates Subsidiaries with respect to such investigation.