Agreement Dispute. Within sixty (60) days following Executive’s written request (which must include a detailed description of such fees and expenses), the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur as a result of any controversy or claim arising out of or relating to this Agreement, or the breach thereof, by the Company, Executive, or others (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment beyond such sixty (60) day period at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”); provided that, before a Change in Control, the Company shall pay such legal fees and expenses only if Executive prevails on at least one material point in such controversy or claim (in which case all previously incurred legal fees and expenses as described above shall be paid immediately and future such legal fees and expenses shall be paid as they are incurred) and, following a Change in Control, the Company shall pay such legal fees and expenses as they are incurred regardless of the outcome of the controversy or claim but only for as long as Executive’s claim is not determined by a court of final jurisdiction to be frivolous. If a court of final jurisdiction determines Executive’s claim to be frivolous, then Executive shall be required to repay to the Company within sixty (60) days following the Company’s written request any previously paid attorneys’ fees and expenses under this Section 6(c).
Agreement Dispute. Except as otherwise provided in this Agreement or in any Ancillary Agreement, any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby (each, an “Agreement Dispute”), shall be finally resolved in accordance with the procedures set forth in this Article X.
Agreement Dispute. It is the desire of the Parties to establish procedures to facilitate the resolution of any dispute, controversy, or claim between the Parties that may arise from time to time pursuant to, arising out of or in connection with this Agreement (excluding such matters as are the subject of the JSC’s responsibilities under Article 3), including any Party’s rights or obligations hereunder or any questions regarding the formation, existence, validity, enforceability, performance, interpretation, tort, breach or termination hereof (each, an “Agreement Dispute”), in an expedient manner by mutual cooperation and without resorting to litigation. To accomplish this objective, the Parties shall use reasonable efforts in good faith to resolve any Agreement Disputes. If, despite such reasonable efforts, agreement on a particular Agreement Dispute cannot be reached by the Parties within [***] after the Parties first consider such Agreement Dispute, the Parties shall refer such Agreement Dispute to the Executive Officers of the Parties who shall promptly initiate discussions in good faith to resolve such Agreement Dispute, and if not resolved by the Executive Officers within [***] from the date the Agreement Dispute is first referred to the Executive Officers, then each Party is free to pursue any remedy at law or in equity available to such Party.
