Government Contact. Farmee shall not contact the Government in relation to this Agreement or the Contract without Farmors prior consent.
Government Examinations. Except for routine examinations conducted by any Governmental Authority in the regular course of the business of the EnTrust Entities or as disclosed on Section 4.12(c) of the EnTrust Disclosure Schedule, # no Governmental Authority has initiated any Action (or no such Action into the business or operations of the EnTrust Entities is ongoing, unresolved or, to the Knowledge of the EnTrust Contributor, threatened by any Governmental Authority) against any EnTrust Entity, its officers, directors, partners or employees and # none of the EnTrust Entities or any of their Affiliates has received at any time in the past five (5) years any notice, deficiency letter or communication # of any unresolved violation or exception by any Governmental Authority with respect to any report or statement by any Governmental Authority relating to any examination of the EnTrust Entities or # restricting or disqualifying their activities (except for restrictions generally imposed by Law or administrative policy on similarly regulated Persons generally).
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 other Party all reasonable assistance and cooperation in the patent prosecution and extension efforts in accordance with this Section 5.4, including by providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution or extension applications.
Cooperation. The parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.
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. 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 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. At any time during or after the period during which you are employed by the Company, you will reasonably cooperate with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all other countries, provided that the Company will bear the expense of such proceedings, and that any patent or other legal right so issued to you personally will be assigned by you to the Company or its designee without charge by you.
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