Common use of Full Settlement; Resolution of Disputes Clause in Contracts

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(d), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code").

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(d), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code").result

Full Settlement; Resolution of Disputes. (a) The Company's ’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 Company may have against the Employee Executive or othersothers (except as specifically provided with respect to the Non-Compete Payment). In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(iiSection 5(a)(iii) and 5(d)of this Agreement, such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurredupon receipt of proper invoices, to the full fullest extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest initiated by the Employee Executive about the amount of any payment due pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code Code; provided, however, that in the event that it is finally judicially determined that the Executive was terminated for Cause, then the Executive shall be obligated to repay to the Company the full amount of 1986all such legal fees and expenses paid for the Executive by the Company in connection with that contest, as amended (plus interest at the "Code")rate described above.

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections Sec-tions 5(b)(ii) and 5(d), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code").

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee Executive or othersothers (except as specifically provided with respect to the Non-Compete Payment). In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(iiSection 5(a)(iii) and 5(d)of this Agreement, such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurredupon receipt of proper invoices, to the full fullest extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest initiated by the Employee Executive about the amount of any payment due pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code Code; provided, however, that in the event that it is finally judicially determined that the Executive was terminated for Cause, then the Executive shall be obligated to repay to the Company the full amount of 1986all such legal fees and expenses paid for the Executive by the Company in connection with that contest, as amended (plus interest at the "Code")rate described above.

Full Settlement; Resolution of Disputes. (a) 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 off that the Company or the subsidiary of the Company that is the Employee's primary employer, as applicable, may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(d), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any dispute or contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or the existence of liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(4one hundred twenty percent (120%) of the Internal Revenue Code of 1986, as amended (the "Code")Applicable Federal Rate.

Full Settlement; Resolution of Disputes. (a) The Company's ’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 Company may have against the Employee Executive or others. In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the KC-1485546-2 - 13 - amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(dSection 5(a)(ii), such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee Executive about the amount of any payment pursuant to this Agreement), provided that the Executive takes and maintains his position in good faith; plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable Federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee Executive or others. In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(iiSection 5(a)(iii) and 5(d)of this Agreement, such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurredupon receipt of proper invoices, to the full fullest extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest initiated by the Employee Executive about the amount of any payment due pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code Code; provided, however, that in the event that it is finally judicially determined that the Executive was terminated for Cause, then the Executive shall be obligated to repay to the Company the full amount of 1986all such legal fees and expenses paid for the Executive by the Company in connection with that contest, as amended (plus interest at the "Code")rate described above.

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee Executive or others. In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii6(a)(ii) and 5(d)6(b)(ii) with respect to Welfare Benefit Continuation, such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable Federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

Full Settlement; Resolution of Disputes. (a) The Company's ’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 Company may have against the Employee Executive or others. In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, KC-1485546-2 - 13 - Exhibit 10.12 except as provided in Sections 5(b)(ii) and 5(dSection 5(a)(ii), such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee Executive about the amount of any payment pursuant to this Agreement), provided that the Executive takes and maintains his position in good faith; plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable Federal rate provided for in Section 280G(d)(47872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

Full Settlement; Resolution of Disputes. (a) The Company's ’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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(dSection 4(a)(ii), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable Federal rate provided for in Section 280G(d)(4section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "“Code"”).

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii5 (b) (ii) and 5(d5 (d), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in in! each case interest on any payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(428OG(d) (4) of the Internal Revenue Code of 1986, as amended (the "Code")) .

Full Settlement; Resolution of Disputes. (a) The Company's ’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 Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and, except as provided in Sections 5(b)(ii) and 5(dSection 4(a)(v), such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment required to be made under this Agreement but not timely paid at the applicable Federal rate provided for in Section 280G(d)(4section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "“Code"”).

Full Settlement; Resolution of Disputes. (a) 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 Company may have against the Employee Executive or others. In no event shall the Employee Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee Executive under any of the provisions of this Agreement and, except as provided in Sections 5(b)(iiSection 6(a)(ii), 6(c) and 5(d)6(d) of this Agreement, such amounts shall not be reduced whether or not the Employee Executive obtains other employment. The If there is any contest by the Company agrees concerning the Payments or benefits to pay promptly as incurred, be provided to the full extent permitted by lawExecutive hereunder whether through litigation, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Companyarbitration or mediation, the Employee or others of with respect to the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by thereof, and the Employee about Executive is the amount of any payment pursuant prevailing party, the Company agrees to this Agreement), plus in each case interest on any payment required to be made under this Agreement but not timely paid at the rate provided for in Section 280G(d)(4) pay promptly upon conclusion of the Internal Revenue Code of 1986, as amended (contest all legal fees and expenses which the "Code")Executive may reasonably have incurred.