Cooperation Clause. (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment.
Cooperation Clause. The parties agree to cooperate in good faith to effectuate the Settlement of the Litigation, including securing the Court’s approval of the Agreement, assisting with the administration of the Settlement in accordance with the terms of this Agreement, and obtaining a final judgment.
Cooperation Clause. The Employee agrees to cooperate with the Company’s and its legal counsel’s reasonable requests for information or assistance, including related to the Company’s finance and accounting matters, any Company internal investigation or review of compliance, legal or any other issues, response to any lawfully served civil or criminal subpoenas, and defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company. The Company agrees to reimburse the Employee for any reasonable expenses incurred by the Employee in connection with such cooperation as long as the parties have discussed and agreed upon the expense before it is incurred. The Employee may retain independent counsel of her choice if she is personally named in any legal action related to her employment with the Company, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld. Except as required by law, or authorized in advance by the Company’s General Counsel, the Employee will not communicate, directly or indirectly, with any third party, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company or any of its directors or officers is being contemplated, concerning the operations of the Company or the legal positions taken by the Company. Except as required by law, if asked about any such individuals or matters, the Employee shall say: “I have no comment,” and shall direct the inquirer to the Company’s General Counsel. The Employee acknowledges that any violation of this Section 17 will result in irreparable harm to the Company and will, in addition to other available remedies, shall be entitled to immediate injunctive relief and to an award in an amount equal to the Transition Bonus Payment paid to her as the date of such breach.
Cooperation Clause. (a) To facilitate the orderly conduct of the Patheon Group, Executive agrees to cooperate, at no charge, with the Company’s reasonable requests for information or assistance related to (i) the time of his employment, (ii) any investigations (including internal investigations) and audits of any member of the Patheon Group’s management’s current and past conduct and business and accounting practices and (iii) any member of the Patheon Group’s defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company. The Company will promptly reimburse Executive for his reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his duties under this Section 5.
Cooperation Clause. Employee agrees that, as requested by the Company or its counsel, he will fully cooperate with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government, regulatory or law enforcement agency (including without limitation the Securities and Exchange Commission, FINRA, formerly the National Association of Securities, Inc., or the Office of Thrift Supervision). Employee further agrees to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but not limited regulatory actions, administrative proceedings, arbitration claims, lawsuits or independent investigations by the Board in conjunction with a stockholder demand. In this regard, Employee agrees that he will promptly provide all information or documents he may possess relevant to the subject matter of any inquiry, and that he will testify truthfully and with complete candor in connection with any such regulatory, administrative or legal action or proceeding. To the extent possible, the Company will try to limit Employee’s participation to regular business hours. Any request for cooperation by the Company hereunder will take into account, to the extent practicable, Employee’s personal and professional schedule. The Company agrees to provide Employee reasonable notice, to the extent practicable, in the event his assistance is required. The Company will reimburse Employee for reasonable travel expenses (including lodging and meals) incurred by him in connection with providing such assistance and for legal fees to the extent Employee reasonably believes that separate representation is warranted, in either case within 30 days of the submission of the appropriate documentation to the Company. Employee’s entitlement to such reimbursement, including legal fees, pursuant to this Section 11, shall in no way affect Employee’s rights to be indemnified and/or advanced expenses in accordance with the Company’s or any of its subsidiaries’ corporate or other organizational documents, or any applicable insurance policy.
Cooperation Clause. Employee acknowledges that during his employment he was integral in various ongoing litigation matters in which the Company was or may become a party. Employee agrees that, from the time of execution of this Agreement through the Severance Pay Period, Employee shall reasonably assist in the transition of Employee’s duties, which shall include responding to phone calls or emails to answer questions and provide information regarding Employee’s former duties and/or the aforementioned litigation. Employee also agrees that, during the Severance Pay Period, Employee will assist the Company in the aforementioned litigation. Such assistance and/or participation shall not include providing legal services and/or advice, but shall include Employee: (i) making himself reasonably available for interview by the Company or its counsel; (ii) making himself reasonably available for preparation with the Company or its counsel for deposition(s), trial(s), hearing(s) and/or other proceeding(s); (iii) attending any deposition(s), trial(s), hearing(s) and/or other proceeding(s) to provide testimony on the Company’s behalf; (iv) reviewing, locating, and/or providing requested documents relevant to the litigation; and (v) providing other reasonable assistance to the Company or its counsel in the defense or prosecution of the aforementioned litigation. For the enumerated items above, the Company shall compensate Employee at his then-current hourly rate not to exceed one hundred fifty dollars ($150.00) per hour, which will be made in accordance with the Company’s generally applicable policies for employee payroll. The Company shall also reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in the course of complying with the enumerated obligations contained in this Paragraph, in accordance with the Company’s generally applicable policies for employee expenses. Employee’s agreement to assist the Company includes an obligation to provide truthful, accurate, and factual testimony relevant to the subject matter of the aforementioned litigation and Employee agrees to provide such testimony regardless of its substance and regardless of the impact of the testimony on the ultimate outcome of the aforementioned litigation. Manitowoc’s counsel in the aforementioned litigation shall represent Employee in connection with the litigation at Manitowoc’s expense, unless a conflict of interest arises that in the judgment of Manitowoc, or its counsel, requires Employee to hav...
Cooperation Clause. The Employee agrees to cooperate with the Company, its Related Entities and their counsel (i) in any investigations (including internal investigations) and audits of the Company's or any of its Related Entities' management's current and past conduct and business and accounting practices and (ii) in the Company's defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company and/or its Related Entities. Except as required by law or authorized in advance by the Company's Board of Directors, the Employee will not communicate, directly or indirectly, with any third party concerning the management or governance of the Company and/or its Related Entities, the operations of the Company and/or its Related Entities, the legal positions taken by the Company and/or its Related Entities, or the financial status of the Company and/or its Related Entities. The Employee shall direct inquiries from third parties on these issues to the Company. The Employee acknowledges that any violation of this Section 15 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and/or its Related Entities for injunctive relief.
Cooperation Clause. In the event of unusually high customer returns of Product or other unspecified degradation of Product performance, AMD and Vantis agree to cooperate to improve the manufacturability and yield of such Product by (a) reviewing the fabrication process, including any AMD Processes and AMD specifications and (b) proposing possible revisions to such Processes and specifications.
Cooperation Clause. If and when requested by AMD, Vantis shall use Commercially Reasonable Efforts to submit its Die and/or Wafer demand needs to AMD in a format which is compatible with AMD's Total Order Management ("XXX") planning methodology.
