Common use of Full Settlement; Legal Fees Clause in Contracts

Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or an Affiliated Entity may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurred; provided, however, that if the Executive does not prevail on at least one material issue in connection with such contest, the Executive must repay all legal fees and expenses paid by the Company pursuant to this sentence in connection with such contest.

Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that which the Company or an Affiliated Entity may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), ) at any time from the Change in Control Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) Effective Date), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment Interest, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the applicable federal rate provided for under Section 7872(f)(2)(A) end of the Code (“Interest”) based on calendar year next following the rate in effect for the month calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses were incurred; provided, however, that if the Executive does Company is obligated to pay in any given calendar year shall not prevail on at least one material issue in connection with such contest, affect the Executive must repay all legal fees and expenses paid by that the Company pursuant is obligated to this sentence pay in connection with such contestany other calendar year.

Full Settlement; Legal Fees. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or an Affiliated Entity may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s 's remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (“"Interest”") based on the rate in effect for the month in which such legal fees and expenses were incurred; provided, however, that if the Executive does not prevail on at least one material issue in connection with such contest, the Executive must repay all legal fees and expenses paid by the Company pursuant to this sentence in connection with such contest.

Full Settlement; Legal Fees. The Company’s 's obligation to make --------------------------- the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that which the Company or an Affiliated Entity may have against the Executive or others. In no event shall Notwithstanding anything contained in this Agreement to the contrary, the Executive be obligated to seek other employment or take agrees that any other action by way of mitigation of the amounts payable payments made to the Executive under any by the Company in accordance with Section 6 of the provisions of this AgreementEmployment Agreement by and between the Company and the Executive dated February 28, and such amounts 1998, as amended from time to time, shall not be reduced whether or not by an amount equal to the Executive obtains other employmentdifference of (A) 250% of his base salary as of the Effective Date less (B) the result of (x) 250% of his base salary as of the Effective Date multiplied by (y) a fraction the numerator of which is equal to the number of full and partial months remaining in the 30-month period following the Effective Date as of the date of the termination of the executive's employment with the Company and the denominator of which is equal to 30. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive)incurred, at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, plus in each case, case interest on any delayed payment at the applicable federal Federal rate provided for under in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurred; provided, however, that if the Executive does not prevail on at least one material issue in connection with such contest, the Executive must repay all legal fees and expenses paid by the Company pursuant to this sentence in connection with such contest"Code").

Full Settlement; Legal Fees. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that the Company or an any Affiliated Entity Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and and, except as specifically provided in Section 4(a)(2), such amounts shall not be reduced reduced, regardless of whether or not the Executive obtains other employment. The Company agrees to pay as incurred (incurred, within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under in Section 7872(f)(2)(A) of the Code (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurredCode; provided, however, that if the Executive does Company shall not prevail on at least one material issue in connection with such contest, the Executive must repay all legal be required to pay any fees and or expenses paid charged by any accounting or consulting firm to perform calculations or make determinations required to be carried out by the Company Accounting Firm pursuant to this sentence in connection with such contestSection 7.

Full Settlement; Legal Fees. The Company’s 's obligation to make the --------------------------- payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that the Company or an any Affiliated Entity Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and and, except as specifically provided in Section 4(a)(2), such amounts shall not be reduced reduced, regardless of whether or not the Executive obtains other employment. The Company agrees to pay as incurred (incurred, within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under in Section 7872(f)(2)(A) of the Code (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurredCode; provided, however, that if the Executive does Company shall not prevail on at least one material issue in connection with such contest, the Executive must repay all legal be required to pay any fees and or expenses paid charged by any accounting or consulting firm to perform calculations or make determinations required to be carried out by the Company Accounting Firm pursuant to this sentence in connection with such contestSection 7.

Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall shall, subject to Section 11(i), not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that the Company or an Affiliated Entity may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and subject to Section 5(a)(iii)(C), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the Change in Control Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in ControlEffective Date) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under Section 7872(f)(2)(A) Interest determined as of the Code (“Interest”) based on the rate in effect for the month in which date such legal fees and expenses were incurred; provided, however, that if the Executive does not prevail on at least one material issue in connection with a contest initiated by the Executive related to an Anticipatory Termination, if a Change of Control has not occurred during the pendency of such contestcontest relating to an Anticipatory Termination (and unless and until such time as a Change of Control does occur during the 12 months following the date of such Anticipatory Termination), the Executive must repay all Company (i) shall not pay such legal fees and expenses paid by as incurred, but (ii) shall reimburse the Company pursuant to this sentence Executive for such legal fees and expenses within 30 days following the final resolution of such contest if the Executive prevails on a material issue in connection with such contest.

Full Settlement; Legal Fees. The Company’s 's obligation --------------------------- to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, defense or other claim, right or action that the Company or an any Affiliated Entity Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and and, except as specifically provided in Section 4(a)(2), such amounts shall not be reduced reduced, regardless of whether or not the Executive obtains other employment. The Company agrees to pay as incurred (incurred, within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under in Section 7872(f)(2)(A) of the Code (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurredCode; provided, however, that if the Executive does Company shall not prevail on at least one material issue in connection with such contest, the Executive must repay all legal be required to pay any fees and or expenses paid charged by any accounting or consulting firm to perform calculations or make determinations required to be carried out by the Company Accounting Firm pursuant to this sentence in connection with such contestSection 7.

Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or an Affiliated Entity may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, an Affiliated Entity, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the entitlement to or amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (“Interest”) based on the rate in effect for the month in which such legal fees and expenses were incurred; provided, however, that if the Executive does not prevail on at least one material issue in connection with such contest, the Executive must repay all legal fees and expenses paid by the Company pursuant to this sentence in connection with such contest.