Cooperation. During and after the Executive’s employment, Executive shall cooperate fully with each member of the Company Group in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any member of the Company Group which relate to events or occurrences that transpired while Executive was employed by or providing services to the Company or any member of the Company Group (or any of their predecessors). Executive’s full cooperation in connection with such claims or actions shall include, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company or any member of the Company Group at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company and any member of the Company Group in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any member of the Company Group (or any of their predecessors). The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 13, but, absent written agreement with the Company expressly to the contrary, Executive will not receive additional compensation for any such cooperation.and If Executive is required to expend greater than ten (10) hours of his time in providing such cooperation, then the Company shall compensate Executive at the hourly rate equal to $500 per hour. Notwithstanding the foregoing, the Company shall not be required to compensate Executive for Executive’s cooperation or time spent arising out of or related to Executive’s fraud, willfull misconduct, bad faith or gross negligence.

Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at ​’s request, render all assistance and perform all lawful acts that ​ considers necessary or advisable in connection with any litigation involving ​ or any of its directors, officers, employees, shareholders, agents, representatives, consultants, clients, customers, suppliers or vendors. Executive understands and agrees that ​ will reimburse Executive for any reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay Executive any additional amounts.

Cooperation. Seller and its representatives shall cooperate with Buyer and its representatives, including Buyer’s auditors and counsel, in the preparation of any documents or other materials required in connection with the transactions contemplated by this Agreement, including with respect to # obtaining DPSC approval and a CPCN to provide exclusive wastewater service to all areas within where the Company operated, and # amendments to existing Company contracts as provided in Sections 7(f) and 7(g) below. Seller shall cooperate with Buyer in connection with any filings with any governmental entity with authority over the parties or the transactions contemplated by this Agreement and shall use their reasonable good faith efforts to furnish to Buyer all information required for any such filing to be made with any such governmental authority in connection with the transactions contemplated by this Agreement.

Cooperation. Each Party shall fully cooperate and take all further actions, as the other Party may reasonably request and at the requesting Party’s expense, to effectuate the allocation of ownership set forth in this Section 5. Without limiting the foregoing, each Party shall ensure that each of its employees, agents, and independent contractors (including subcontractors) and those of its licensees (including sublicensees) performing Collaboration activities, before commencing such activities, is bound by written invention assignment and confidentiality obligations, including to: # promptly report any invention, discovery, or other Intellectual Property Right invented, created, conceived, developed, or otherwise made by such employee, agent, or independent contractor; # presently assign to the applicable Party all of their right, title, and interest in and to any such invention, discovery, or other Intellectual Property Right; # cooperate in the preparation, filing, prosecution, maintenance, and enforcement of any Patent Right Covering any such invention; and # perform all acts and execute, acknowledge, and deliver any and all documents, required for effecting the obligations and purposes of this Section 5.

Cooperation. Section 15 of the Employment Agreement is expressly incorporated herein by reference.

Cooperation. You agree to cooperate with the Company and its attorneys in connection with any Company Legal Matter or Company investigation. Your cooperation shall include, without limitation, providing assistance to and meeting with the Company’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that your cooperation is requested after the termination of your employment, the Company shall # seek to minimize interruptions to your schedule to the extent consistent with its interests in the matter; and # reimburse you for all reasonable and appropriate out-of-pocket expenses actually incurred by you in connection with such cooperation upon reasonable substantiation of such expenses.

Cooperation. The Parties agree that certain matters in which Employee will be involved during Employee’s employment with Company may necessitate Employee’s cooperation in the future. Accordingly, following Employee’s termination of employment for any reason, to the extent reasonably requested by the Company and provided that advanced notice is given and is coordinated to the extent possible with Employee, Employee shall cooperate with the Company in connection with internal investigations, third party investigations, investigations by governmental agencies, claims made by third parties, litigation, arbitration, meditation and all other matters related to the Company, in which Employee has personal knowledge; provided that, Company shall make reasonable efforts to minimize disruption of Employee’s personal and professional activities. Company shall reimburse Employee for reasonable expenses incurred in connection with such cooperation (e.g., airfare, lodging, rental car, mileage, meals, etc.).

Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment with the Company and the Bank for any reason, to the extent reasonably requested by the Company or the Bank and subject to the Executive’s professional commitments, the Executive shall cooperate with the Company and the Bank in connection with matters arising out of the Executive’s service to the Company and the Bank, such cooperation to include without limitation the providing of truthful testimony in any hearing or trial as requested by the Company or the Bank or any other affiliate of the Company; provided, however, that the Company and the Bank shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Bank shall reimburse the Executive for reasonable expenses incurred or compensation not received by the Executive due to such cooperation.

Cooperation. The parties agree that certain matters in which you have or may have been involved during your employment may necessitate your cooperation in the future. Accordingly, as a further condition to your receipt and retention of the benefits provided in Section 2, to the extent reasonably requested by the Company Group, you will cooperate with the Company Group in connection with matters arising out of your service to the Company Group (other than, for the avoidance of doubt, adversarial matters between you and any member of the Company Group); provided, however, that the Company Group will make reasonable efforts to minimize disruption of your other activities. In addition, without limiting the generality of the foregoing, and subject to the restrictions and limitations of this Section 5.2, during the three-year period after the Retirement Date, you will use reasonable best efforts to cooperate with the Company Group and its counsel with respect to any # internal or external investigation with respect to matters arising out of your service to the Company Group and # administrative, regulatory, law enforcement, judicial, legislative or other proceedings (including investigations or any other sort of inquiry) related to matters arising out of your service to the Company Group. Your duty of cooperation includes your # making yourself reasonably available to the Company Group, its counsel and any third party investigators retained by the Company Group for interviews and factual investigations, # between the Effective Date and the Retirement Date, providing prompt access to the Company Group, its counsel and any third party investigators retained by the Company Group to materials, documents and hardware (including Company-provided phones and laptops) in your possession, # appearing at the Company Group’s request to give testimony without requiring service of a subpoena or other legal process, # reasonably cooperating at the Company Group’s request with interview or document requests from governmental authorities, # providing reasonably prompt access to information and documents within your possession or under your control needed by the Company Group to respond to any request for information and documents from any governmental authority, and # providing assistance in response to any request by the Company Group in defense of any claims that may be made against the Company Group related to matters arising out of your service to the Company Group. You will also reasonably assist the Company Group as requested in the prosecution of any claims that may be made by the Company Group against any third party other than yourself, to the extent that such claims may relate to the period of your employment with the Company Group. The Company Group will reimburse you for the reasonable out-of-pocket expenses incurred by you in connection with such cooperation, as well as Reasonable Legal Fees in connection with such cooperation. “Reasonable Legal Fees” means attorneys’ fees for a reasonable number of hours that you incur for reasonably necessary representation by a single law firm of your choosing (billed at such law firm’s standard hourly rates multiplied by the discount rate, expressed as a percentage, ascribed to law firms serving as preferred legal providers to the Company at the time such services are provided).

Cooperation. The Parties agree to cooperate fully in any infringement action pursuant to this Section 7.3. Where a Party brings such an action, the other Party shall, where necessary, furnish a power of attorney solely for such purpose or shall join in, or be named as a necessary party to, such action. Unless otherwise set forth herein, the Party entitled to bring any patent infringement litigation in accordance with this Section 7.3 shall have the right to settle such claim; provided, that neither Party shall have the right to settle any patent infringement litigation under this Section 7.3 in a manner that has a material adverse effect on the rights or interest of the other Party, or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party. The Party commencing the litigation shall provide the other Party with copies of all pleadings and other documents filed with the court and shall consider reasonable input from the other Party during the course of the proceedings.