Common use of Benefit Claims Clause in Contracts

Benefit Claims. In the event the Executive, or the Executive’s beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s beneficiaries are successful in establishing, privately or otherwise, that the Executive’s or their position is substantially correct, or that the Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, which the Executive or the Executive’s beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 4 contracts

Samples: Change in Control Agreement (First Niagara Financial Group Inc), Change in Control Agreement (First Niagara Financial Group Inc), Change in Control Agreement (First Niagara Financial Group Inc)

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Benefit Claims. In the event the Executive, or the Executive’s his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s his beneficiaries are successful in establishing, privately or otherwise, that the Executive’s his or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, which the Executive or the Executive’s his beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s his beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 3 contracts

Samples: Transition and Retirement Agreement (Idex Corp /De/), Transition and Retirement Agreement (Idex Corp /De/), Employment Agreement (Idex Corp /De/)

Benefit Claims. In the event the Executive, or the Executive’s beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s beneficiaries are successful in establishing, privately or otherwise, that the Executive’s or their position is substantially correct, or that the Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, which the Executive or the Executive’s beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s beneficiaries. The Corporation will not delay or reduce the amount of any payment provided vided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 3 contracts

Samples: Control Agreement (First Niagara Financial Group Inc), Change in Control Agreement (First Niagara Financial Group Inc), Control Agreement (First Niagara Financial Group Inc)

Benefit Claims. In the event the Executive, or the Executive’s his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s his beneficiaries are successful in establishing, privately or otherwise, that the Executive’s his or their position is substantially correct, or that the Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will promptly pay upon submission of a reasonably detailed invoices all costs and expenses, including counsel fees, which that the Executive or the Executive’s his beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s his beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 1 contract

Samples: Change in Control Agreement (Computer Task Group Inc)

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Benefit Claims. In the event the Executive, Executive or the Executive’s his legal representatives or beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s his legal representatives or beneficiaries are successful in establishing, privately or otherwise, that the Executive’s his or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, which the Executive or the Executive’s his legal representatives or beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s his legal representatives or beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s his legal representatives or beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 1 contract

Samples: Employment Agreement (Rent Way Inc)

Benefit Claims. In the event the Executive, or the Executive’s 's beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or the Executive’s 's beneficiaries are successful in establishing, privately or otherwise, that the Executive’s 's or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, which the Executive or the Executive’s 's beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s 's beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or the Executive’s 's beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.

Appears in 1 contract

Samples: Change in Control Agreement (First Niagara Financial Group Inc)

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