EXECUTIVE'S EXPENSES. The Corporation shall pay or reimburse the Executive for all costs, including reasonable attorney's, accountants' and actuary's fees and expenses, incurred by the Executive (i) to confirm the Executive's rights to and amounts of payments hereunder, (ii) to contest or dispute any termination of the Executive's employment following a Change in Control or seek to obtain or enforce any right or benefit provided by this Agreement in litigation or arbitration, or (iii) in connection with any audit by a taxing authority related to any payment or benefit hereunder, or any subsequent contest or litigation relating to the tax treatment of such payment or benefit. Upon demand therefor, the Corporation shall advance to the Executive any amount as to which the Executive reasonably believes he or she will be entitled pursuant to this Section 11 for costs that the Executive has incurred or will incur during the ninety (90) days following such demand.
EXECUTIVE'S EXPENSES. The Corporation shall pay or reimburse the Executive for all costs, including reasonable attorney's fees and expenses of either litigation or arbitration, incurred by the Executive in contesting or disputing any termination of his employment following a Change in Control or in seeking to obtain or enforce any right or benefit provided by this Agreement.
EXECUTIVE'S EXPENSES. The Corporation shall pay or reimburse the Executive for all costs, including reasonable attorney’s, accountants’ and actuary’s fees and expenses, incurred by the Executive (i) to confirm the Executive’s rights to and amounts of payments hereunder, (ii) to contest or dispute any termination of the Executive’s employment following a Change in Control or seek to obtain or enforce any right or benefit provided by this Agreement in litigation or arbitration, or (iii) in connection with any audit by a taxing authority related to any payment or benefit hereunder, or any subsequent contest or litigation relating to the tax treatment of such payment or benefit. Notwithstanding the foregoing, if the Executive does not prevail in a lawsuit or arbitration pertaining to this Agreement, the Executive shall repay to the Corporation all fees and expenses relating to such proceeding that have been previously paid by the Corporation.
EXECUTIVE'S EXPENSES. The Company and Southern, or the successor of either of such companies, shall pay or reimburse Executive (or, if appropriate, his/her Qualified Surviving Spouse) for all costs, including reasonable attorney's fees and expenses of litigation and arbitration, incurred by Executive (or his/her Qualified Surviving Spouse) in successfully contesting or disputing any action taken by the Company and Southern, or the successor of either of such companies, purportedly pursuant to Section 5 of this Employment Agreement or in successfully seeking to obtain or enforce any right or benefit provided by Section 5 of this Employment Agreement.
EXECUTIVE'S EXPENSES. Executive shall be entitled to reimbursement of any reasonable pre-approved out-of-pocket expenses for travel, lodging, meals and other transportation incurred by him in relation to any cooperation supplied by Executive as described in this paragraph 11.
EXECUTIVE'S EXPENSES. The Company shall pay the reasonable out of pocket legal expenses incurred by the Executive in connection with the negotiation and preparation of this Agreement.
EXECUTIVE'S EXPENSES. All costs and expenses (including reasonable legal, accounting and other advisory fees) incurred by the Executive to (a) defend the validity of this Agreement, (b) contest any determinations by the Company concerning the amounts payable by the Company to the Executive under this Agreement, (c) determine in any tax year of the Executive the tax consequences to the Executive of any amounts payable (or reimbursable) hereunder or (d) prepare responses to an Internal Revenue Service audit of, and otherwise defend, his personal income tax return for any year which is the subject of any such audit or an adverse determination, administrative proceeding or civil litigation arising therefrom that is occasioned by or related to an audit by the Internal Revenue Service of the Company's income tax returns to the extent such audit, adverse determination, administrative proceeding or civil litigation relate to the Benefits and Executive Payments provided for herein, upon written demand by the Executive, to be promptly advanced or reimbursed to the Executive or paid directly, on a current basis, by the Company or its successors. If at any time during the term of this Agreement or afterwards there should arise any dispute as to the validity, interpretation or application of any term or condition of this Agreement, the Company agrees, upon written demand by the Executive (and the Executive shall be entitled, upon application to any court of competent jurisdiction, to the entry of a mandatory injunction, without the necessity of posting any bond with respect thereto), compelling the Company promptly to provide sums sufficient to pay on a current basis (either directly or by reimbursing the Executive) the Executive's costs and reasonable attorneys' fees (including expenses of investigation and disbursements for the fees and expenses of experts, etc.) incurred by the Executive in connection with any such dispute or any litigation, regardless of whether the Executive is the prevailing party in such dispute or litigation; provided, that, the court in which such litigation is first initiated determined, with respect to this obligation, upon application of either party hereto, that the Executive did not initiate such litigation frivolously. Under no circumstances shall the Executive be obligated to pay or reimburse the Company for any attorneys' fees, costs or expenses incurred by the Company. The provisions of this subsection shall survive the expiration or termination of this Ag...
EXECUTIVE'S EXPENSES. Executive will be entitled to reimbursement of the reasonable fees and expenses of legal representation by a single law firm which shall assist him in connection with the preparation of his testimony and all matters related thereto, as well as any other reasonable pre-approved out-of-pocket expenses for travel, lodging, meals and other transportation incurred by him in relation to any cooperation supplied by Executive as described in this Section 10, subject to the Company’s regular business expense policies and procedures.
EXECUTIVE'S EXPENSES. Executive shall be entitled to reimbursement for Demonstrably Lost Wages, and to reimbursement of any reasonable, pre-approved out-of-pocket expenses for travel, lodging, meals and other transportation, in each case incurred by him in relation to any assistance and cooperation supplied by Executive as described in this Section 10. “Demonstrably Lost Wages” means, to the extent Executive is employed in a full-time position with an employer (other than himself or an entity he directly or indirectly owns or controls) and must take an unpaid leave of absence to provide any assistance or cooperation relating to or arising from any Proceeding in which Executive is also named as a defendant, the lesser of (A) the wages that Executive lost as a result of taking such unpaid leave of absence as set forth in a written statement to the Company from Executive’s full-time employer or (B) $400 per hour.
EXECUTIVE'S EXPENSES. The Corporation and Southern, or the successor of either of such companies, shall pay or reimburse the Executive (or, if appropriate, his Qualified Surviving Spouse) for all costs, including reasonable attorney's fees and expenses of litigation and arbitration, incurred by the Executive (or his Qualified Surviving Spouse) in successfully contesting or disputing any action taken by the Corporation and Southern, or the successor of either of such companies, purportedly pursuant to this Amended and Restated Agreement or in successfully seeking to obtain or enforce any right or benefit provided by this Amended and Restated Agreement.
