Common use of Legal Fees and Expenses Clause in Contracts

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 9 contracts

Samples: Special Termination Agreement (Advanced Neuromodulation Systems Inc), Special Termination Agreement (Advanced Neuromodulation Systems Inc), Special Termination Agreement (Advanced Neuromodulation Systems Inc)

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Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Executive’s rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with the initiation any such interpretation, enforcement or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdictiondefense. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result in connection with any of the Company's failure foregoing; provided that, in regard to perform this Agreement such matters, the Executive has not acted in bad faith or any provision thereof or as a result with no colorable claim of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatesuccess.

Appears in 7 contracts

Samples: Employment Agreement (Cooper Tire & Rubber Co), Employment Agreement (Cooper Tire & Rubber Co), Employment Agreement (Cooper Tire & Rubber Co)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if If it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void void, invalid or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall will pay and be solely financially responsible for any and all Executive's out-of-pocket expenses, including reasonable attorneys' and related fees and expenses expenses, incurred by the Executive as a result in connection with any of the Company's failure to perform this Agreement foregoing; provided, however, in the case of any such litigation or any provision thereof other action or as a result of proceeding in which the Company or any person contesting of its affiliates and Executive are adverse parties, the validity Company shall not pay or enforceability of this Agreement be responsible for any such expenses if the Company or any provision thereof, up to $100,000 in of its affiliates prevails against the aggregateExecutive.

Appears in 6 contracts

Samples: Severance Agreement (Playboy Enterprises Inc), Severance Agreement (Playboy Enterprises Inc), Severance Agreement (Playboy Enterprises Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive in good faith that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or any other person affiliated with the Companyperson, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay pay, within 10 business days of a written request by the Executive, and be solely responsible for for, any and all reasonable attorneys' and related reasonable fees and expenses incurred by the Executive as a result of the Company's failure any actual or threatened litigation or other legal action relating to perform this Agreement or any provision thereof or as a result of the Company or any person raising any issue with respect to this Agreement or any provision thereof, including without limitation, contesting the validity or enforceability of this Agreement or any provision thereof, up . The Executive shall have an obligation to $100,000 in return to the aggregateCompany any amounts paid pursuant to this Section 15 and shall not be entitled to any payments under this Section 15 if the claim or claims made by the Executive are deemed to be frivolous by any court or arbitrator.

Appears in 5 contracts

Samples: Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Executive's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive reasonably believes that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, subject to the other provisions of this Section 7, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive's choice, at the expense of the Company to the extent and as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including, without limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall will pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result in connection with any of the Company's failure foregoing, except to perform the extent that the Executive fails to prevail on a material claim in any such proceeding described in this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateSection 7.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Laidlaw International Inc), Change in Control Severance Agreement (Laidlaw International Inc), Change in Control Severance Agreement (Laidlaw International Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive Participant not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Participant's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementParticipant hereunder. Accordingly, if it should appear to the Executive Participant that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Participant the benefits provided or intended to be provided to the Executive Participant hereunder, the Company irrevocably authorizes the Executive Participant from time to time to retain counsel of his Participant's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Participant in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Participant's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive Participant agree that a confidential relationship shall exist between the Executive Participant and such counsel. The Without respect to whether the Participant prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result Participant in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 4 contracts

Samples: Equity Award Agreement (Cmac Investment Corp), Equity Award Agreement (Cmac Investment Corp), Equity Award Agreement (Cmac Investment Corp)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or any other person affiliated with the Companyperson, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay pay, within 10 days of a written request by the Executive, and be solely responsible for for, any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure any actual or threatened litigation or other legal action relating to perform this Agreement or any provision thereof or as a result of the Company or any person raising any issue with respect to this Agreement or any provision thereof, including without limitation, contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 3 contracts

Samples: Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc)

Legal Fees and Expenses. It is the intent of the Company that the ----------------------- Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Executive's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, Executive's choice at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' , and related fees and expenses incurred by the Executive as a result in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 3 contracts

Samples: Employment Agreement (Scottish Annuity & Life Holdings LTD), Employment Agreement (Scottish Annuity & Life Holdings LTD), Employment Agreement (Scottish Annuity & Life Holdings LTD)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if If it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void void, invalid or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall will pay and be solely financially responsible for any and all Executive’s out-of-pocket expenses, including reasonable attorneys' and related fees and expenses expenses, incurred by the Executive as a result in connection with any of the Company's failure to perform this Agreement foregoing; provided, however, in the case of any such litigation or any provision thereof other action or as a result of proceeding in which the Company or any person contesting of its affiliates and Executive are adverse parties, the validity Company shall not pay or enforceability of this Agreement be responsible for any such expenses if the Company or any provision thereof, up to $100,000 in of its affiliates prevails against the aggregateExecutive.

Appears in 2 contracts

Samples: Severance Agreement (Playboy Enterprises Inc), Severance Agreement (Playboy Enterprises Inc)

Legal Fees and Expenses. It is the intent of the Company that the ----------------------- Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or any other person affiliated with the Companyperson, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay pay, within 10 days of a written request by the Executive, and be solely responsible for for, any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure any actual or threatened litigation or other legal action relating to perform this Agreement or any provision thereof or as a result of the Company or any person raising any issue with respect to this Agreement or any provision thereof, including without limitation, contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 2 contracts

Samples: Special Termination Agreement (KPMG Consulting Inc), Special Termination Agreement (KPMG Consulting Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his the Executive's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive's choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection therewith the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 2 contracts

Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/), Change in Control Agreement (Consolidated Graphics Inc /Tx/)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his the Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive’s choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection therewith the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 2 contracts

Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/), Change in Control Agreement (Consolidated Graphics Inc /Tx/)

Legal Fees and Expenses. It is the intent of the Company that the Executive Consultant not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Consultant's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementConsultant hereunder. Accordingly, if it should appear to the Executive Consultant that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Consultant the benefits provided or intended to be provided to the Executive Consultant hereunder, the Company irrevocably authorizes the Executive Consultant from time to time to retain counsel of his Consultant's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Consultant in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Consultant's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive Consultant agree that a confidential relationship shall exist between the Executive Consultant and such counsel. The Without respect to whether the Consultant prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result Consultant in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 1 contract

Samples: Severance Agreement (Loewen Group Inc)

Legal Fees and Expenses. (a) It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his the Executive's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive's choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counselcounsel (other than Winsxxxx Xxxhxxxx & Xinixx X.X.), and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Employment Agreement (Merchants Bancshares Inc /Tx/)

Legal Fees and Expenses. It In the event of a breach of this Agreement by the Company, it is the intent of the Company that the Executive Employee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementEmployee hereunder. Accordingly, if it should appear to the Executive that the Company has failed fails to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive Employee the benefits intended to be provided to the Executive Employee hereunder, the Company irrevocably authorizes the Executive Employee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Employee's entering into an attorney-client relationship with such counselcounsel (other than Vinson & Elkins L.L.P.), and in that connection the Company and the Executive agree that Exxxxxxe axxxx xhat a confidential relationship shall exist between the Executive Employee and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' attorneys and related fees and expenses incurred by the Executive Employee as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.thereof as

Appears in 1 contract

Samples: Change in Control Agreement (Southwest Bancorp of Texas Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his her rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his her choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or any other person affiliated with the Companyperson, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay pay, within 10 days of a written request by the Executive, and be solely responsible for for, any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure any actual or threatened litigation or other legal action relating to perform this Agreement or any provision thereof or as a result of the Company or any person raising any issue with respect to this Agreement or any provision thereof, including without limitation, contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 1 contract

Samples: Special Termination Agreement (Bearingpoint Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive Participant not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Participant's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementParticipant hereunder. Accordingly, if it should appear to the Executive Participant that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Participant the benefits provided or intended to be provided to the Executive Participant hereunder, the Company irrevocably authorizes the Executive Participant from time to time to retain counsel of his Participant's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Participant in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Participant's entering into an attorney-client relationship with such counsel, and in that 5 connection the Company and the Executive Participant agree that a confidential relationship shall exist between the Executive Participant and such counsel. The Without respect to whether the Participant prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result Participant in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 1 contract

Samples: Equity Award Agreement (Cmac Investment Corp)

Legal Fees and Expenses. It is the intent of the Company that the Executive ----------------------- Director not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Director's rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementDirector hereunder. Accordingly, if it should appear to the Executive Director that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Director the benefits provided or intended to be provided to the Executive Director hereunder, the Company irrevocably authorizes the Executive Director from time to time to retain counsel of his Director's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Director in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Director's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive Director agree that a confidential relationship shall exist between the Executive Director and such counsel. The Without respect to whether the Director prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result Director in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 1 contract

Samples: Director Agreement (Sterling Commerce Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Executive’s rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive reasonably believes that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, subject to the other provisions of this Section 7, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive’s choice, at the expense of the Company to the extent and as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including, without limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall will pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result in connection with any of the Company's failure foregoing, except to perform the extent that the Executive fails to prevail on a material claim in any such proceeding described in this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateSection 7.

Appears in 1 contract

Samples: Change in Control Severance Agreement (Vermont Transit Co Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counselcounsel (other than Vinson & Elkins L.L.P.), and in that connection the Company and the Executive agree Xxxxxtivx xxxxe that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Change in Control Agreement (Southwest Bancorp Inc /Tx/)

Legal Fees and Expenses. It In the event of a breach of this Agreement by the Company, it is the intent of the Company that the Executive Employee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this AgreementEmployee hereunder. Accordingly, if it should appear to the Executive that the Company has failed fails to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive Employee the benefits intended to be provided to the Executive Employee hereunder, the Company irrevocably authorizes the Executive Employee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Employee’s entering into an attorney-client relationship with such counselcounsel (other than Vxxxxx & Exxxxx L.L.P.), and in that connection the Company and the Executive Employee agree that a confidential relationship shall exist between the Executive Employee and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' attorneys and related fees and expenses incurred by the Executive Employee as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.thereof as

Appears in 1 contract

Samples: Change in Control Agreement (Southwest Bancorp of Texas Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his the Executive’s rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company Surviving Entity has failed to comply with any of its obligations under the this Agreement or in the event that the Company Surviving Entity or any other person Person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company Surviving Entity irrevocably authorizes the Executive from time to time to retain counsel of his the Executive’s choice, at the expense of the Company Surviving Entity as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Surviving Entity or any director, officer, stockholder or other person affiliated with the CompanySurviving Entity, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Surviving Entity and such counsel, the Company Surviving Entity irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company Surviving Entity and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.such

Appears in 1 contract

Samples: Severance Agreement (National City Corp)

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Legal Fees and Expenses. It is the intent of the Company Corporation that the ------------------------ Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company Corporation has failed to comply with any of its obligations under the this Agreement or in the event that the Company Corporation or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company Corporation irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company Corporation as hereafter hereinafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company Corporation or any director, officer, stockholder or other person affiliated with the CompanyCorporation, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the CompanyCorporation's failure to perform this Agreement or any provision thereof hereof or as a result of the Company Corporation or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatehereof as aforesaid.

Appears in 1 contract

Samples: Executive Agreement (Transwitch Corp /De)

Legal Fees and Expenses. (a) It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter 9 provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof hereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatehereof as aforesaid.

Appears in 1 contract

Samples: Employment Agreement (Lamson & Sessions Co)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of his Executive’s rights under this Agreement by litigation or other legal action otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare the this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, employee, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company shall will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result in connection with any of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregateforegoing.

Appears in 1 contract

Samples: Severance Agreement (Getting Ready Corp)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his the Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive’s choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection therewith the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 1 contract

Samples: Special Termination Agreement (Tandycrafts Inc)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his the Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive’s choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection therewith the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreement. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregate.

Appears in 1 contract

Samples: Severance Agreement (PMFG, Inc.)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should reasonably appear to the Executive that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Executive shall give the Company prompt written notice of the retention of counsel under the terms of this Section 19. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay and be solely responsible for any and all (i) reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's ’s failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereofthereof as aforesaid and (ii) an additional amount which shall, up after the imposition of all income and any excise taxes and interest and penalties thereon, is equal to $100,000 in any excise tax payable by the aggregateExecutive under Section 409A of the Code as a result of the payment by the Company of such fees and expenses.

Appears in 1 contract

Samples: Retention Agreement (Jorgensen Earle M Co /De/)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his Executive's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his Executive's choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof hereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatehereof as aforesaid.

Appears in 1 contract

Samples: Stay Pay and Severance Agreement (Argo Tech Corp)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the any expenses associated with the enforcement of his rights under this Agreement Agreement, by litigation or other legal action action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any directorDirector, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement Agreement, or any provision thereof hereof, or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereofhereof as aforesaid; provided, up however, that the Company shall not be responsible for such attorney fees and/or related fees and expenses to $100,000 the extent that it is determined that the company is the prevailing party in the aggregateany such action or dispute.

Appears in 1 contract

Samples: Employment Security Agreement (Park National Corp /Oh/)

Legal Fees and Expenses. It is the intent of the Company that the Executive you not be required to incur the expenses associated with the enforcement of his your rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementyou hereunder. Accordingly, if it should appear to the Executive you that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive you the benefits intended to be provided to the Executive you hereunder, the Company irrevocably authorizes the Executive you from time to time to retain counsel of his your choice, at the expense of the Company as hereafter provided, to represent the Executive you in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive your entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree agrees with you that a confidential relationship shall exist between the Executive you and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive you incur as a result of the Company's failure to perform this Agreement or any provision thereof hereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatehereof as aforesaid.

Appears in 1 contract

Samples: Employment Agreement (Belden & Blake Corp /Oh/)

Legal Fees and Expenses. It is the intent of the Company that subsequent to the occurrence of a Change in Control, the Executive not be required to incur the expenses associated with the enforcement of his the Executive's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has has, subsequent to the occurrence of a Change in Control, failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action action, subsequent to the occurrence of a Change in Control, to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive's choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Retention Agreement (Weblink Wireless Inc)

Legal Fees and Expenses. It is the intent of the Company that the ----------------------- Executive not be required to incur the expenses associated with the enforcement of his the Executive's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the this Agreement void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his the Executive's choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection therewith the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatethereof as aforesaid.

Appears in 1 contract

Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/)

Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive in this Agreementhereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under the this Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, unenforceable or institutes any litigation designed to deny, or to recover from, from the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal actionaction relating thereto, whether by or against the Company or any directorDirector, officer, stockholder shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and any such counsel, the Company irrevocably consents to the Executive Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company shall pay or cause to be paid and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive (i) as a result of the Company's failure to perform this Agreement or any provision thereof hereof or (ii) as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof, up to $100,000 in the aggregatehereof as aforesaid.

Appears in 1 contract

Samples: Employment Continuation Agreement (TRW Inc)

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