Common use of PAYMENT OF COSTS AND LEGAL FEES Clause in Contracts

PAYMENT OF COSTS AND LEGAL FEES. Following a Change of Control of the Holding Company, Executive shall be entitled to reimbursement for all reasonable costs, including attorney's fees, in challenging any termination of her employment, in seeking to enforce any of her rights hereunder, or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder, provided that Executive shall not be entitled to such reimbursement if the Holding Company proves, by clear and convincing evidence, that Executive proceeded in such action in bad faith. Executive shall also be entitled to post-judgment interest at the then-current prime rate charged by Citibank, NA or any successor thereto, on any money judgment obtained. Amounts paid pursuant to this section shall be in addition to all rights to which Executive is otherwise entitled under this Agreement.

PAYMENT OF COSTS AND LEGAL FEES. Following a Change of Control of the Holding Company, Executive shall be entitled to reimbursement for all reasonable costs, including attorney's fees, in challenging any termination of her his employment, in seeking to enforce any of her rights hereunder, or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder, provided that Executive shall not be entitled to such reimbursement if the Holding Company proves, by clear and convincing evidence, that Executive proceeded in such action in bad faith. Executive shall also be entitled to post-judgment interest at the then-current prime rate charged by Citibank, NA or any successor thereto, on any money judgment obtained. Amounts paid pursuant to this section shall be in addition to all rights to which Executive is otherwise entitled under this Agreement.