Common use of Full Settlement; Resolution of Disputes Clause in Contracts

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of in Control, the Executive's ’s employment is terminated for any reason other than Executive's ’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change of in Control, the Executive's ’s employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company Chase Manhattan Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's ’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's ’s employment is terminated for any reason other than Executive's ’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's ’s employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) 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 setoffset-off, counterclaim, recoupment, defense, mitigation defense or other claim, right or action which the Company may have against the Executive or others. In the no event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or shall the Executive for be obligated to seek other employment or take any reasonother action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as specifically provided in Section 5, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at . The legal fees or expenses that are subject to reimbursement pursuant to this Section 8(a) shall not be limited as a result of when the annual percentage rate which fees or expenses are incurred. The amount of legal fees or expenses that is three percentage points above eligible for reimbursement pursuant to this Section 8(a) during a given taxable year of the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is Executive shall not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall affect the amount of interest contracted for, charged expenses eligible for reimbursement in any other taxable year of the Executive. The right to reimbursement pursuant to this Section 8(a) is not subject to liquidation or received hereunder exceed the maximum non-usurious exchange for another benefit. Any amount of interest allowed by applicable law; provided, further, that if to which the Executive is not entitled to reimbursement under this Section 8(a) during the prevailing party in any such arbitration, then he shall, upon first six months following the conclusion thereof, repay date of the Executive’s Separation From Service shall be accumulated and paid to the Company any amounts Executive on the date that were previously advanced pursuant to this sentence is six months following the date of his Separation From Service. All reimbursements by the Company as payment under this Section 8(a) shall be paid no later than the earlier of legal fees (i) the time periods described above and expenses(ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Full Settlement; Resolution of Disputes. (a) The Company's ’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of in Control, the Executive's ’s employment is terminated for any reason other than Executive's ’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change of in Control, the Executive's ’s employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) or a dispute regarding Executive’s eligibility for Severance Benefits pursuant to the Change in Control Severance Plan (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or the Change in Control Severance Plan or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this AgreementAgreement or the Change in Control Severance Plan), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitrationarbitration or other dispute, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or the Executive for any reason, the The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company Chase Manhattan Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable lawlaw ; provided, further, that if the Executive is not the prevailing party in any such arbitrationcontest, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of in Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of in Control, the Executive's employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company Chase Manhattan Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or the Executive for any reason, the The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company JPMorgan Chase Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitrationcontest, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to of this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's ’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of in Control, the Executive's ’s employment is terminated for any reason other than Executive's ’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change of in Control, the Executive's ’s employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) or a dispute regarding Executive’s eligibility for Severance Benefits pursuant to the Change in Control Severance Plan (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or the Change in Control Severance Plan or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this AgreementAgreement or the Change in Control Severance Plan), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo Wellx Xxxgo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitrationarbitration or other dispute, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) 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 setoffset-off, counterclaim, recoupment, defense, mitigation defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the event (i) prior Executive be obligated to a Change seek other employment or take any other action by way of Controlmitigation of the amounts payable to the Executive under any of the provisions of this Agreement, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reasonand, except as provided in Section 6(b), such amounts shall not be reduced whether or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or not the Executive for any reason, the obtains other employment. The Company agrees to pay promptly as incurredupon invoice, to the full extent permitted by law, all legal fees and expenses which that the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement). If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, plus whether such termination was (A) in each case interest on connection with or in anticipation of a Change of Control under clauses (i) or (ii) of Section 1(l), or (B) for Cause, or (ii) in the event of any delayed payment at termination of employment by the annual percentage rate which Executive, whether Good Reason existed, then, unless and until there is three percentage points above a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was not in connection with or in anticipation of a Change of Control or for Cause or that the interest rate shown determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the Prime Rate in case may be, that the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were would be required to have been paid pay or reimbursed provide pursuant to Section 6(a) as though such termination were by the Employee until those amounts are finally and fully paid Company without Cause or reimbursedby the Executive with Good Reason; provided, however, that in no event the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expensesbe entitled.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of in Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of in Control, the Executive's employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company Chase Manhattan Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable lawlaw ; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) 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 setoffset-off, counterclaim, recoupment, defense, mitigation defense or other claim, right or action which the Company may have against the Executive or others. In the no event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or shall the Executive for be obligated to seek other employment or take any reasonother action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as specifically provided in Section 5, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at . The legal fees or expenses that are subject to reimbursement pursuant to this Section 8(a) shall not be limited as a result of when the annual percentage rate which fees or expenses are incurred. The amount of legal fees or expenses that is three percentage points above eligible for reimbursement pursuant to this Section 8(a) during a given taxable year of the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is Executive shall not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall affect the amount of interest contracted for, charged expenses eligible for reimbursement in any other taxable year of the Executive. The right to reimbursement pursuant to this Section 8(a) is not subject to liquidation or received hereunder exceed the maximum non-usurious exchange for another benefit. Any amount of interest allowed by applicable law; provided, further, that if to which the Executive is not entitled to reimbursement under this Section 8(a) during the prevailing party in any such arbitration, then he shall, upon first six months following the conclusion thereof, repay date of the Executive’s Separation From Service shall be accumulated and paid to the Company any amounts Executive on the date that were previously advanced pursuant to this sentence is six months following the date of his Separation From Service. All reimbursements by the Company as payment under this Section 8(a) shall be paid no later than the earlier of legal fees (i) the time periods described above and expenses(ii) the last day of the Executive's taxable year next following the taxable year in which the expense was incurred.

Full Settlement; Resolution of Disputes. (a) The Company's ’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) If within two years after a Change of Control, the Executive's ’s employment is terminated by the Company or the Executive for any reason, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses.

Full Settlement; Resolution of Disputes. (a) The Company's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. In the event (i) prior to a Change of Control, the Executive's employment is terminated for any reason other than Executive's voluntary termination (with or without Good Reason), or (ii) within two years after a Change of Control, the Executive's employment is terminated by the Company or the Executive for any reason, the The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any arbitration pursuant to Section 6(b) contest (regardless of the outcome thereof) initiated by the Company, the Executive or others regarding 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 amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company JPMorgan Chase Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee Executive until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitrationcontest, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to of this sentence by the Company as payment of legal fees and expenses.