Enforcement Cost. State Auto is aware that, upon the occurrence of a Change of Control, the Board or a shareholder or policyholder of State Auto, as the case may be, may then cause or attempt to cause State Auto to refuse to comply with their obligations under this Agreement, or may cause or attempt to cause State Auto to institute, or may institute, litigation, arbitration or other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of State Auto that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive under this Agreement. Accordingly, if following a Change of Control it should appear to Executive that State Auto has failed to comply with any of their obligations under this Agreement, or in the event that State Auto or any other person takes any action to declare this Agreement void or unenforceable, or institute any litigation or other legal action designed to deny, diminish or to recover from Executive, the benefits intended to be provided to Executive hereunder, State Auto irrevocably authorizes Executive from time to time to retain counsel (legal and accounting) of Executive’s choice at the expense of State Auto as provided in this Section 7.2 to represent Executive in connection with the calculation of the Code Section 280G reduction, or the initiation or defense of any litigation or other legal action, whether by or against State Auto or any director, officer, stockholder or other person affiliated with State Auto. Notwithstanding any existing or prior attorney-client relationship between State Auto and such counsel, State Auto irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection State Auto and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as provided in this Section 7.2 shall be paid or reimbursed to Execut...
Enforcement Cost. As the Facility Agent or the Lenders request from time to time, the Borrower shall reimburse the Facility Agent or the Lenders expenses and fees (including legal fee, other fees, actually incurred fees together with taxes and public imposts including the VAT imposed thereon) reasonably incurred by the Facility Agent or the Lenders for execution based on the Financing Documents, proceedings for the collection of claims under the Financing Documents, preservation of other rights based on the Financing Documents, and procedure to defend litigation or claims, etc. from a third party against the Facility Agent or the Lenders in connection with the Financing Documents. The Facility Agent and the relevant Lender shall furnish the Borrower with receipts, invoices and other supporting documents evidencing such costs and expenses.
Enforcement Cost. The Borrower shall pay all reasonable out-of-pocket expenses incurred by the Holder, including fees and disbursements of counsel for the Holder, in connection with the enforcement of this Note.
Enforcement Cost. Should the Landlord incur any expenses in the enforcement of any terms of this Agreement, the Student shall pay the cost of such enforcement included but not limited to, attorney fees.
Enforcement Cost. If any civil action, arbitration, or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees, court cost and expenses incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party may be entitled.
Enforcement Cost. Should either Lessor or Lessee institute any actions or proceedings to enforce any provision of this Amendment, or for damages or other losses incurred by reason of an alleged breach of any provision hereof, then the prevailing party shall be entitled to receive all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the prevailing party in connection with such action or proceeding.
Enforcement Cost. 51 Section 12.13
Enforcement Cost. Except as provided in Article X, if any civil action, arbitration, or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court cost, and all expenses if not taxable court costs (including, without limitation, all such fees, taxes, costs, and expenses incident to arbitration, appellate, bankruptcy, and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes, and all other charges billed by the attorney to the prevailing party.
Enforcement Cost. If either Landlord or Tenant institute any actions or proceedings to enforce any provision of this Second Amendment, or for damages or other losses incurred by reason of an alleged breach of any provision hereof, then the prevailing party will be entitled to receive all costs and expenses (including reasonable attorneys' fees and disbursements) incurred by the prevailing party in connection with such action or proceeding.
Enforcement Cost. Oasys agrees to pay or reimburse Larscom for any expenses (including reasonable attorneys fees), costs or liabilities which may be suffered or incurred by Larscom in enforcing or exercising any of its rights or remedies in connection with the security interests granted under Section 3.4 (including, without limitation, costs of collection, repossession, foreclosure, defense of Larscom's rights or interests hereunder or costs in any bankruptcy or insolvency proceedings or work out of Oasys).
