Common use of EXECUTIVE'S EXPENSES Clause in Contracts

EXECUTIVE'S EXPENSES. All costs and expenses (including reasonable legal, accounting and other advisory fees) incurred by the Executive to (a) defend the validity of this Agreement, (b) contest any determinations by the Company concerning the amounts payable by the Company to the Executive under this Agreement, (c) determine in any tax year of the Executive the tax consequences to the Executive of any amounts payable (or reimbursable) hereunder or (d) prepare responses to an Internal Revenue Service audit of, and otherwise defend, his personal income tax return for any year which is the subject of any such audit or an adverse determination, administrative proceeding or civil litigation arising therefrom that is occasioned by or related to an audit by the Internal Revenue Service of the Company's income tax returns to the extent such audit, adverse determination, administrative proceeding or civil litigation relate to the Benefits and Executive Payments provided for herein, upon written demand by the Executive, to be promptly advanced or reimbursed to the Executive or paid directly, on a current basis, by the Company or its successors. If at any time during the term of this Agreement or afterwards there should arise any dispute as to the validity, interpretation or application of any term or condition of this Agreement, the Company agrees, upon written demand by the Executive (and the Executive shall be entitled, upon application to any court of competent jurisdiction, to the entry of a mandatory injunction, without the necessity of posting any bond with respect thereto), compelling the Company promptly to provide sums sufficient to pay on a current basis (either directly or by reimbursing the Executive) the Executive's costs and reasonable attorneys' fees (including expenses of investigation and disbursements for the fees and expenses of experts, etc.) incurred by the Executive in connection with any such dispute or any litigation, regardless of whether the Executive is the prevailing party in such dispute or litigation; provided, that, the court in which such litigation is first initiated determined, with respect to this obligation, upon application of either party hereto, that the Executive did not initiate such litigation frivolously. Under no circumstances shall the Executive be obligated to pay or reimburse the Company for any attorneys' fees, costs or expenses incurred by the Company. The provisions of this subsection shall survive the expiration or termination of this Agreement.

EXECUTIVE'S EXPENSES. All costs and expenses (including reasonable legal, accounting and other advisory fees) incurred by the Executive to (a) defend the validity of this Agreement, (b) contest any determinations by the Company concerning the amounts payable by the Company to the Executive under this Agreement, (c) determine in any tax year of the Executive the tax consequences to the Executive of any amounts payable (or reimbursable) hereunder or (d) prepare responses to an Internal Revenue Service audit of, and otherwise defend, his personal income tax return for any year which is the subject of any such audit or an adverse determination, administrative proceeding or civil litigation arising therefrom that is occasioned by or related to an audit by the Internal Revenue Service of the Company's income tax returns to the extent such audit, adverse determination, administrative proceeding or civil litigation relate to the Benefits and Executive Payments provided for hereinare, upon written demand by the Executive, to be promptly advanced or reimbursed to the Executive or paid directly, on a current basis, by the Company or its successors. If at any time during the term of this Agreement or afterwards there should arise any dispute as to the validity, interpretation or application of any term or condition of this Agreement, the Company agrees, upon written demand by the Executive (and the Executive shall be entitled, upon application to any court of competent jurisdiction, to the entry of a mandatory injunction, without the necessity of posting any bond with respect thereto), compelling the Company Company) promptly to provide sums sufficient to pay on a current basis (either directly or by reimbursing the Executive) the Executive's costs and reasonable attorneys' fees (including expenses of investigation and disbursements for the fees and expenses of experts, etc.) incurred by the Executive in connection with any such dispute or any litigation, regardless of whether the Executive is the prevailing party in such dispute or litigation; provided, that, the court in which such litigation is first initiated determineddetermines, with respect to this obligation, upon application of either party hereto, that the Executive did not initiate such litigation frivolously. Under no circumstances shall the Executive be obligated to pay or reimburse the Company for any attorneys' fees, costs or expenses incurred by the Company. The provisions of this subsection shall survive the expiration or termination of this Agreement.