Further Promises. In addition, you agree to cooperate with and assist MSCI in connection with any investigation, regulatory matter, lawsuit or arbitration in which MSCI is a subject, target or party and as to which you may have pertinent information. You agree to make yourself reasonably available for preparation for hearings, proceedings or litigation and for attendance at any pre-trial discovery and trial sessions. MSCI agrees to make every reasonable effort to provide you with reasonable notice in the event your participation is required. MSCI also agrees to reimburse reasonable out-of-pocket costs incurred by you as the direct result of your participation, provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of MSCI. You further agree to perform all acts and execute any and all documents that may be necessary to carry out the provisions of this paragraph, to the extent that any such request by MSCI is reasonable and you are reasonably able to so perform and execute. You also agree that during the twelve (12) month period from the Termination Date through April 30, 2016 you will not, directly or indirectly, in any capacity (including through any person, corporation, partnership or other business entity of any kind), hire or solicit, recruit, induce, entice, influence, or encourage any MSCI employee to leave MSCI or become hired or engaged by another firm. Further, you agree that during the eight (8) month period from the Termination Date through December 31, 2015, you will not, directly or indirectly, in any capacity (including through any person, corporation, partnership or other business entity of any kind), solicit, induce, entice, influence, or encourage any MSCI client to terminate or diminish its relationship with MSCI or otherwise cease using MSCI products or services. You acknowledge that the non-competition confidentiality, non-disclosure, non-disparagement, and non-solicitation provisions herein are material terms of this Agreement. In the event you breach or threaten to breach any of the non-competition, confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this Agreement, you acknowledge that such breach or threatened breach shall cause irreparable harm to MSCI, entitling MSCI, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies available in a court of law or equity. You acknowledge that...
Further Promises. Except as otherwise provided herein, you agree to comply with the applicable provisions contained in your Notice and Non-Solicitation Agreement and nothing in this Agreement supersedes or in any way modifies your obligations thereunder. In the event you breach or threaten to breach any of the provisions contained in any confidentiality, non-disclosure, non-disparagement or non-solicitation provisions in this Agreement, you acknowledge that such breach or threatened breach shall cause irreparable harm to Xxxxxx Xxxxxxx, entitling Xxxxxx Xxxxxxx, at its option, to seek immediate injunctive relief from a court of competent jurisdiction, without waiver of any other rights or remedies from a court of law or equity. You acknowledge that this Agreement has been executed voluntarily by you. You are urged to and acknowledge that you have had the opportunity to obtain the advice of any attorney or other representative of your choice, unrelated to Xxxxxx Xxxxxxx, prior to executing this Agreement. Further, you acknowledge that you have a full understanding of the terms of this Agreement which may not be changed or altered except by a writing signed by both Xxxxxx Xxxxxxx and you. You agree and acknowledge that: (i) you have been given the Twenty-One Day Period to consider executing this Agreement and seven (7) days from the date of your execution of this Agreement within which to revoke it (the seven (7) day period defined as the “Agreement Revocation Period”) and (ii) you had sufficient time in which to consider and understand the Agreement, and to consult with your attorney or other representative of your choice prior to executing the Agreement. If you execute the Agreement prior to the end of the Twenty-One Day Period that Xxxxxx Xxxxxxx has provided for you, you agree and acknowledge that: (i) your execution was a knowing and voluntary waiver of your right to consider this Agreement for the full Twenty-One Period; (ii) you had the Agreement Revocation Period to revoke it; and, (iii) you had sufficient time in which to consider and understand the Agreement, and to review it with your attorney or other representative of your choice. Your executed Agreement must be returned to the undersigned, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Any revocation of this Agreement must be in writing and returned to the same address, via certified U.S. Mail, return receipt requested. In the event that you revoke this Agreement, you acknowledge that you will not be entitled to...
Further Promises. In addition, you agree to cooperate with and assist MSCI in connection with any investigation, regulatory matter, lawsuit or arbitration in which MSCI is a subject, target or party and as to which you may have pertinent information. You agree to make yourself available for preparation for hearings, proceedings or litigation and for attendance at any pre-trial discovery and trial sessions. The Company agrees to make every reasonable effort to provide you with reasonable notice in the event your participation is required and the Company agrees to reasonably attempt to schedule any required cooperation at times so that such cooperation does not unreasonably interfere with any of your professional or personal commitments of which you have informed the Company. The Company agrees to reimburse reasonable out-of-pocket costs incurred by you as the direct result of your participation, provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of the Company. You further agree to perform all acts and execute any and all documents that may be necessary to carry out the provisions of this paragraph.
Further Promises. WFBW and Customer hereby promise the following:
Further Promises
