Benefit Claims. In the event the Executive, or his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the Corporation’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or his beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.
Appears in 3 contracts
Samples: Change in Control Agreement (Computer Task Group Inc), Change in Control Agreement (Computer Task Group Inc), Change in Control Agreement (Computer Task Group Inc)
Benefit Claims. In the event the Executive, or his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or his beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or his beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.
Appears in 2 contracts
Samples: Change in Control Agreement (Computer Task Group Inc), Change in Control Agreement (Computer Task Group Inc)
Benefit Claims. In the event the Executive, or his or her beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his or her beneficiaries are successful in establishing, privately or otherwise, that his or her or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will promptly pay upon submission of reasonably detailed invoices all costs and expenses, including counsel fees, that the Executive or his or her beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or his or her beneficiaries. The Corporation will not delay or reduce the amount of any payment provided for hereunder or setoff or counterclaim against any such amount for any reason whatsoever; it is the intention of the Corporation and the Executive that the amounts payable to the Executive or his or her beneficiaries hereunder will continue to be paid in all events in the manner and at the times herein provided. All payments made by the Corporation hereunder will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder for any reason.
Appears in 2 contracts
Samples: Change in Control Agreement (Computer Task Group Inc), Change in Control Agreement (Computer Task Group Inc)
Benefit Claims. In the event If the Executive, or his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may incur in connection therewith with the disagreement directly to the provider of the services or as otherwise may otherwise be directed by the Executive or his beneficiaries. The Except as otherwise specifically provided in this Agreement, the Corporation will not delay or reduce the amount of any payment provided for hereunder under this Agreement or setoff or counterclaim against any such amount for any reason whatsoever; because it is the intention of the Corporation and the Executive that that, except as otherwise specifically provided in this Agreement, the amounts payable to the Executive or his beneficiaries hereunder under this Agreement will continue to be paid in all events in the manner and at the times herein providedprovided in this Agreement. All Except as otherwise specifically provided in this Agreement, all payments made by the Corporation hereunder under this Agreement will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder under this Agreement for any reason.
Appears in 1 contract
Samples: Employment Agreement (First Niagara Financial Group Inc)
Benefit Claims. In the event If the Executive, or his beneficiaries, as the case may be, and the Corporation disagree as to their respective rights and obligations under this Agreement, and the Executive or his beneficiaries are successful in establishing, privately or otherwise, that his or their position is substantially correct, or that the Corporation’s 's position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, the Corporation will pay all costs and expenses, including counsel fees, that the Executive or his beneficiaries may incur in connection therewith with the disagreement directly to the provider of the services or as otherwise may otherwise be directed by the Executive or his beneficiaries. The Except as otherwise specifically provided in this Agreement, the Corporation will not delay or reduce the amount of any payment provided for hereunder under this Agreement or setoff or counterclaim against any such amount for any reason whatsoever; , because it is the intention of the Corporation and the Executive that that, except as otherwise specifically provided in this Agreement, the amounts payable to the Executive or his beneficiaries hereunder under this Agreement will continue to be paid in all events in the manner and at the times herein providedprovided in this Agreement. All Except as otherwise specifically provided in this Agreement, all payments made by the Corporation hereunder under this Agreement will be final and the Corporation will not seek to recover all or any part of any portion of any payments hereunder under this Agreement for any reason.
Appears in 1 contract
Samples: Employment Agreement (First Niagara Financial Group Inc)