Cooperation in Transitional Matters. Executive shall make himself available to Company in the future to answer questions, provide information and otherwise cooperate with Company in any pending or transitional matters on which he worked or about which he may have personal knowledge, including any investigations, audits, legal proceedings or other business matters.

Cooperation in Pending or Transitional Matters. Through January 31, 2020, Employee shall make herself reasonably available to the Company to answer questions, provide information and otherwise cooperate with the Company in any pending or transitional matters on which she may have worked or about which she may have personal knowledge. Employee agrees to cooperate fully with the Company, including its attorneys, managers and accountants, in connection with any transitional matters, potential or actual litigation, or other real or potential disputes, which directly or indirectly involve the Company. The Company shall reimburse Employee for reasonable expenses incurred by Employee in connection with such cooperation provided that the Company has given prior written approval for Employee to incur such expense.

The Seller, on the one hand, and the Buyer, on the other hand, shall use reasonable best efforts to obtain (and the Seller shall cause its Subsidiaries to use commercially reasonable efforts to obtain), at the earliest practicable date, all necessary Governmental Authorizations and all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and, except as specified in Section 12.2, take all reasonable steps as may be necessary to avoid any Proceeding by any Governmental Authority relating to the transactions contemplated by this Agreement and the other Transaction Documents.

Cooperation on Tax Matters. The parties each agree to furnish or cause to be furnished to each other upon request as promptly as practicable such information (including access to books and records) and information and assistance relating to the Joint Venture as is reasonably necessary for the filing of any tax or information return, for the preparation of any tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment.

Cooperation on Tax Matters. Buyer and Seller will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 9 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller will retain all books and records with respect to Tax matters pertinent to the Partnership and its Subsidiaries relating to any Tax period beginning before the Closing Date until thirty (30) Business Days after the expiration of the statute or period of limitations of the respective Tax periods.

Transitional Services. Provider, if requested by Company, agrees to use reasonable commercial efforts to assist Company in the transition of the performance of the Services in those instances where Company elects to use another provider or its own employees to perform the Services (“Transitional Services”). Provider’s compensation for such Transitional Services shall be comparable to the rates for similar services provided by Provider, but shall in no event exceed the rates Provider charges for the Services.

Transitional Duties. If requested by the Board and agreed to by the Executive, Executive shall complete such reasonable transitional duties as the Board may request during a period of up to thirty (30) days after the Date of Termination (or longer, as mutually agreed by the parties) for which the Company shall pay Executive an hourly consulting fee (based upon Executive’s most recent Annual Base Salary) for such transitional services under this Section 7(g).

Cooperation. During the term of the Executive’s employment by the Company and following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and professional commitments, the Executive agrees to reasonably assist the Company and its representatives and agents with any business, investigation and/or litigation (or potential litigation) matters affecting or involving the Company relating to Executive’s period of employment. The Company will reimburse the Executive for all associated reasonable costs of travel.

Cooperation. Each Party shall provide the JRC such information as required under this Agreement or as otherwise reasonably requested by the other Party and reasonably available to such Party to enable the other Party to perform its obligations under this Agreement, in each case relating to the progress against the goals or performance of activities under each Work Plan.

Cooperation. Regardless of whether the Indemnitor chooses to defend or prosecute any Third Party Claim, Indemnitee shall, and shall cause each other indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during Indemnitee’s normal business hours, and reasonable retention by the Indemnitee of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnitor shall reimburse the Indemnitee for all of its reasonable out-of-pocket expenses in connection therewith as set forth in [Section 10.2.4].