Common use of Executive’s Legal Fees and Expenses Clause in Contracts

Executive’s Legal Fees and Expenses. It is the general intent of the ----------------------------------- Company, MPAC, EnCap and Executive that Executive not be required to incur legal fees and related expenses associated with the enforcement or defense of his rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if Executive reasonably believes that either the Company, MPAC or EnCap has failed to comply with any of its material obligations under this Agreement or in the event that the Company, MPAC or EnCap or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding reasonably designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive hereunder, the Company, MPAC and EnCap authorize Executive from time to time to retain counsel of Executive's choice, at the reasonable expense of the Company as hereinafter provided, to advise and represent Executive in connection with any such enforcement or defense of any litigation or other legal action. The Company will promptly pay in advance and be responsible for any reasonable attorney=s fees and related expenses incurred by Executive in connection with the foregoing. No security for the performance of any such undertaking shall be required and any such undertaking shall be accepted by the Company without regard to the financial capacity of Executive to perform his obligation under clause (i) of the following sentence. Notwithstanding the foregoing or anything ---------- else herein to the contrary, however, (i) if Executive is not successful on the merits or otherwise, Executive shall promptly reimburse the Company for all payments made by it under this Section and (ii) this Section shall not apply to any action or legal proceeding brought by the Company, MPAC or EnCap against Executive solely to enforce their respective rights under this Agreement or otherwise to cause Executive to perform or comply with his obligations hereunder; provided, that if the Company, MPAC or EnCap is not successful on the merits or otherwise with respect to any action or legal proceeding contemplated by this clause (ii), the Company shall promptly reimburse Executive for all ----------- attorney's fees and expense reasonably incurred by it in such action or proceeding.

Executive’s Legal Fees and Expenses. It is the general intent of the ----------------------------------- Company, MPAC, EnCap and Executive that Executive not be required to incur legal fees and related expenses associated with the enforcement or defense of his rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if Executive reasonably believes that either the Company, MPAC or EnCap has failed to comply with any of its material obligations under this Agreement or in the event that the Company, MPAC or EnCap or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding reasonably designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive hereunder, the Company, MPAC and EnCap authorize Executive from time to time to retain counsel of Executive's choice, at the reasonable expense of the Company as hereinafter provided, to advise and represent Executive in connection with any such enforcement or defense of any litigation or other legal action. The Company will promptly pay in advance and be responsible for any reasonable attorney=s 's fees and related expenses incurred by Executive in connection with the foregoing. No security for the performance of any such undertaking shall be required and any such undertaking shall be accepted by the Company without regard to the financial capacity of Executive to perform his obligation under clause (i) of the following sentence. ---------- Notwithstanding the foregoing or anything ---------- else herein to the contrary, however, (i) if Executive is not successful on the merits or otherwise, Executive shall promptly reimburse the Company for all payments made by it under this Section and (ii) this Section shall not apply to any action or legal proceeding brought by the Company, MPAC or EnCap against Executive solely to enforce their respective rights under this Agreement or otherwise to cause Executive to perform or comply with his obligations hereunder; provided, that if the Company, MPAC or EnCap is not successful on the merits or otherwise with respect to any action or legal proceeding contemplated by this clause (ii), the Company shall ----------- promptly reimburse Executive for all ----------- attorney's fees and expense reasonably incurred by it in such action or proceeding.

Executive’s Legal Fees and Expenses. It is the general intent of the ----------------------------------- Company, MPAC, EnCap and Executive that Executive not be required to incur legal fees and related expenses associated with the enforcement or defense of his rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if Executive reasonably believes that either the Company, MPAC or EnCap has failed to comply with any of its material obligations under this Agreement or in the event that the Company, MPAC or EnCap or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding reasonably designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive hereunder, the Company, MPAC and EnCap authorize Executive from time to time to retain counsel of Executive's choice, at the reasonable expense of the Company as hereinafter provided, to advise and represent Executive in connection with any such enforcement or defense of any litigation or other legal action. The Company will promptly pay in advance and be responsible for any reasonable attorney=s 's fees and related expenses incurred by Executive in connection with the foregoing. No security for the performance of any such undertaking shall be required and any such undertaking shall be accepted by the Company without regard to the financial capacity of Executive to perform his obligation under clause (i) of the following sentence. Notwithstanding the foregoing or ---------- anything ---------- else herein to the contrary, however, (i) if Executive is not successful on the merits or otherwise, Executive shall promptly reimburse the Company for all payments made by it under this Section and (ii) this Section shall not apply to any action or legal proceeding brought by the Company, MPAC or EnCap against Executive solely to enforce their respective rights under this Agreement or otherwise to cause Executive to perform or comply with his obligations hereunder; provided, that if the Company, MPAC or EnCap is not successful on the merits or otherwise with respect to any action or legal proceeding contemplated by this clause (ii), the Company shall promptly ----------- reimburse Executive for all ----------- attorney's fees and expense reasonably incurred by it in such action or proceeding.