Common use of Payment of Certain Expenses Clause in Contracts

Payment of Certain Expenses. The Corporation agrees to pay promptly as incurred, to the fullest extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome) by the Corporation, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest initiated by the Executive about the amount of any payment due pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that, notwithstanding anything contained herein to the contrary, with respect to contests arising prior to a Change in Control (and not otherwise directly associated with the Change in Control), the Corporation shall not be obligated to make such payment with respect to any such contest in which the Corporation prevails over the Executive.