Common use of Full Settlement, Litigation Expenses; Arbitration Clause in Contracts

Full Settlement, Litigation Expenses; Arbitration. Except as provided below, the Corporation's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation may have against the Executive or others. The Corporation agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses the Executive reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding the foregoing, the Executive agrees to repay to the Corporation any such fees and expenses paid or advanced by the Corporation if and to the extent that the Corporation or such others obtains a judgment or determination that the Executive's claim was frivolous or was without merit from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or in any other agreement, the Corporation may offset any other obligation it has to the Executive by the amount of such repayment. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Corporation's obligations hereunder, in his sole discretion.

Full Settlement, Litigation Expenses; Arbitration. Except as provided below, the Corporation's The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation Company may have against the Executive Employee or others. The Corporation Company agrees to pay, upon written demand therefor therefore by the ExecutiveEmployee, all legal fees and expenses the Executive Employee reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding the foregoing, the Executive The Employee agrees to repay to the Corporation Company any such fees and expenses paid or advanced by the Corporation Company if and to the extent that the Corporation Company or such others obtains a judgment or determination that the Executive's Employee’s claim was frivolous or was without merit made in bad faith from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or in any other agreement, the Corporation Company may offset any other obligation it has to the Executive Employee by the amount of such repayment. In any such action brought by the Executive Employee for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Corporation's Company’s obligations hereunder, in his sole discretion. The obligation of the Company and the Employee under this Section 15 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Employee, upon the expiration of this Agreement or otherwise).

Full Settlement, Litigation Expenses; Arbitration. Except as provided below, the CorporationThe Company's ------------------------------------------------- obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation Company may have against the Executive or others. The Corporation Company agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses the Executive reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding the foregoing, the The Executive agrees to repay to the Corporation Company any such fees and expenses paid or advanced by the Corporation Company if and to the extent that the Corporation Company or such others obtains a judgment or determination that the Executive's claim was frivolous or was without merit from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or in any other agreement, the Corporation Company may offset any other obligation it has to the Executive by the amount of such repayment. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the CorporationCompany's obligations hereunder, in his sole discretion. The obligation of the Company and the Executive under this Paragraph 5 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Executive, upon the expiration of this Agreement or otherwise).

Full Settlement, Litigation Expenses; Arbitration. Except as provided below, the CorporationThe Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation Company may have against the Executive Employee or others. The Corporation Company agrees to pay, upon written demand therefor by the ExecutiveEmployee, all legal fees and expenses the Executive Employee reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding the foregoing, the Executive The Employee agrees to repay to the Corporation Company any such fees and expenses paid or advanced by the Corporation Company if and to the extent that the Corporation Company or such others obtains a judgment or determination that the ExecutiveEmployee's claim was frivolous or was without merit made in bad faith from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or in any other agreement, the Corporation Company may offset any other obligation it has to the Executive Employee by the amount of such repayment. In any such action brought by the Executive Employee for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the CorporationCompany's obligations hereunder, in his sole discretion. The obligation of the Company and the Employee under this Section 5 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Employee, upon the expiration of this Agreement or otherwise).

Full Settlement, Litigation Expenses; Arbitration. Except as provided below, the Corporation's The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation Company may have against the Executive or others. The Corporation Company agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses the Executive reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding the foregoing, the The Executive agrees to repay to the Corporation Company any such fees and expenses paid or advanced by the Corporation Company if and to the extent that the Corporation Company or such others obtains a judgment or determination that the Executive's ’s claim was frivolous or was without merit from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or in any other agreement, the Corporation Company may offset any other obligation it has to the Executive by the amount of such repayment. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Corporation's Company’s obligations hereunder, in his sole discretion. The obligation of the Company and the Executive under this Section 5 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Executive, upon the expiration of this Agreement or otherwise).