Common use of Cooperation in Any Investigations and Litigation Clause in Contracts

Cooperation in Any Investigations and Litigation. a. The parties agree that they will reasonably cooperate with each other, and their respective counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which you were involved or of which you have knowledge as a result of your service with the Company by providing truthful information, provided that in your case, such cooperation does not unreasonably interfere with your then current professional and personal commitments. The Company agrees to promptly reimburse you for reasonable expenses reasonably incurred by you, in connection with your cooperation pursuant to this paragraph. Such expenses shall include reasonable legal fees of separate counsel in the event of an actual or potential conflict of interest, provided that (i) such selection of counsel shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld, and (ii) the scope of such representation shall be subject to the prior approval of the Company which approval shall not be unreasonably withheld and (iii) such reimbursement of legal fees shall not exceed $15,000 in any one year. Notwithstanding anything contained herein to the contrary, this provision shall not limit any of your existing rights you may have to indemnification under Section 2.4 of the Employment Agreement, under the Company By-Laws as of the date hereof or under the applicable directors’ and officers’ liability insurance as further set forth in Paragraph 7 below. b. You agree that, in the event you are subpoenaed or otherwise required by any person or entity (including, but not limited to, any government agency) to give testimony or produce documents (in a deposition, court proceeding or otherwise) which in any way relates to your employment by the Company, you will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Chief Legal Officer of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require you to violate your obligation to comply with valid legal process.

Cooperation in Any Investigations and Litigation. a. The parties agree that they will reasonably cooperate with each other, and their respective counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which you were involved or of which you have knowledge as a result of your service with the Company by providing truthful information, provided that in your case, such cooperation does not unreasonably interfere with your then current professional and personal commitments. The Company agrees to promptly reimburse you for reasonable expenses reasonably incurred by you, in connection with your cooperation pursuant to this paragraph. Such expenses shall include reasonable legal fees of separate counsel in the event of an actual or potential conflict of interest, provided that (i) such selection of counsel shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld, and (ii) the scope of such representation shall be subject to the prior approval of the Company which approval shall not be unreasonably withheld and (iii) such reimbursement of legal fees shall not exceed $15,000 in any one year. Notwithstanding anything contained herein to the contrary, this provision shall not limit any of your existing rights you may have to indemnification under Section 2.4 of the Employment Agreement, under the Company By-Laws as of the date hereof hereof, under the Indemnification Agreement, dated as of May 8, 2009, between you and the Company (the “Indemnification Agreement”) or under the applicable directors’ and officers’ liability insurance as further set forth in Paragraph 7 8 below. b. You agree that, in the event you are subpoenaed or otherwise required by any person or entity (including, but not limited to, any government agency) to give testimony or produce documents (in a deposition, court proceeding or otherwise) which in any way relates to your employment by the Company, you will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Chief Legal Officer of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require you to violate your obligation to comply with valid legal process.

Cooperation in Any Investigations and Litigation. a. The parties agree that they will reasonably cooperate with each other, and their respective counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which you were involved or of which you have knowledge as a result of your service with the Company by providing truthful information, provided that in your case, such cooperation does not unreasonably interfere with your then current professional and personal commitments. The Company agrees to promptly reimburse you for reasonable expenses reasonably incurred by you, in connection with your cooperation pursuant to this paragraph. Such expenses shall include reasonable legal fees of separate counsel in the event of an actual or potential conflict of interest, provided that (i) such selection of counsel shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld, and (ii) the scope of such representation shall be subject to the prior approval of the Company which approval shall not be unreasonably withheld withheld, and (iii) such reimbursement of legal fees shall not exceed $15,000 100,000 in any one year. Notwithstanding anything contained herein year (which limitation shall not, however, apply to the contrary, this provision shall not limit any of your existing rights you may have to indemnification under Section 2.4 of the Employment Agreement, under the Company By-Laws as of the date hereof or under the applicable directors’ directors and officers’ officers liability insurance as further set forth in Paragraph 7 belowinsurance). b. You agree that, in the event you are subpoenaed or otherwise required by any person or entity (including, but not limited to, any government agency) to give testimony or produce documents (in a deposition, court proceeding or otherwise) which in any way relates to your employment by the Company, you will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Chief Legal Officer General Counsel of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require you to violate your obligation to comply with valid legal process.