LEGAL FEES AND INDEMNIFICATION. (a) Except as specifically provided in Section 14(c), each Party shall bear the cost of any legal fees and other fees and expenses which may be incurred in connection with the negotiation of, and enforcing its respective rights under, this Agreement.
(b) During the Term of Employment and for so long as there exists liability thereafter with regard to the Executive’s activities during the Term of Employment on behalf of the Company, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (and in no event in connection with the Executive’s gross negligence or willful misconduct), and shall at the Company’s election provide the Executive with legal representation or shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses).
(c) During the Term of Employment and for six years thereafter, the Executive shall be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its other directors and officers, as may be amended from time to time for such directors and officers.
LEGAL FEES AND INDEMNIFICATION. The Borrowers agree to pay the reasonable fees and disbursements of Messrs. Chapxxx xxx Cutlxx, xxunsel to the Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrowers further agree to indemnify each Bank and the Agent, and their respective directors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor) which any of them may pay or incur arising out of or relating to this Agreement, any Note, any Letter of Credit, any drawing thereunder, any of the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Credit Document, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrowers, upon demand by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified or to any breach of an express contractual obligation owed by the party to be indemnified; provided, however, that (i) the Borrowers shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more
LEGAL FEES AND INDEMNIFICATION. The Borrower agrees to pay the reasonable fees and disbursements of Xxxxxxx and Xxxxxx, counsel to the Administrative Agent, in connection with the preparation and execution of this Agreement, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not any Bank is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, any Note, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder, other than (i) those which arise from the gross negligence or willful misconduct of the party claiming indemnification or (ii) those covered by another explicit provision hereof or required to be paid by a Bank or Banks hereunder. The obligations of the Borrower under this Section shall survive the termination of this Agreement.
LEGAL FEES AND INDEMNIFICATION. The Company agrees to reimburse CVI for ------------------------------ all legal fees and expenses incurred in connection with negotiating and executing this Agreement and reviewing the Registration Statement in an aggregate amount not to exceed $50,000. The Company agrees to indemnify and hold harmless CVI and each of its officers, directors, employees, partners, agents and affiliates for actual loss or damage to the extent arising as a result of (a) any breach by the Company of any of its representations or covenants set forth herein or (b) any cause of action, suit or claim brought or made against such indemnitee, other than by the Company solely for breach of this Agreement by the indemnitee or by governmental or regulatory authorities, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or contemplated hereby, except to the extent that such actual loss or damage directly results from a breach by such indemnitee of this Agreement or from a violation of law. The right to indemnification shall include the right to advancement of expenses as they are incurred.
LEGAL FEES AND INDEMNIFICATION. During the Term of Employment and for six years thereafter, the Executive shall be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its other directors and officers, as may be amended from time to time for such directors and officers. The Executive shall be entitled to indemnification from the Company under terms and conditions that are no less favorable as those provided to members of the Board of Directors. Contemporaneously with execution and delivery of this Agreement, the Company will pay the fees and expenses incurred by the Executive in connection with the liquidation of Topco and the negotiation of this Agreement, including without limitation, the attorneys’ fees and expenses incurred by Executive, not to exceed [insert: applicable amount]
LEGAL FEES AND INDEMNIFICATION. In the event that Employee becomes a party to a lawsuit based on his actions lawfully taken as an employee of AMS, AMS agrees to advance to Employee his reasonable legal fees and expenses of legal counsel in defending against such action, provided that Employee provides AMS written notice of such action within ten (10) business days of receiving service of such action and further provided that Employee’s choice of legal counsel is subject to AMS’s approval, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, AMS is under no obligation to pay for Employee’s legal fees if AMS or its shareholders are bringing an action against Employee for fraud, gross negligence, willful misconduct, embezzlement, misrepresentation, misappropriation or similar wrongdoing. However, if Employee defends against and prevails in such an action brought by AMS or its shareholders, Employee shall be entitled to full reimbursement for all reasonable costs, fees, and legal expenses. With respect to any claim(s) that may be advanced against Employee personally for actions lawfully taken during the ordinary course of his employment with AMS, Employee shall be entitled to the same right to indemnification by AMS that is afforded to similarly situated employees of AMS, namely the indemnification rights that may exist under AMS’s insurance policies or in an individual employment agreement. No provision in this Agreement shall be construed to create any additional rights to indemnification.
LEGAL FEES AND INDEMNIFICATION. (a) Borrowers agree to pay, or reimburse the Lender for payment of, on demand (i) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, recording or amendment of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (ii) in connection with any Default or Event of Default, all reasonable costs and expenses of the Lender (including reasonable fees and expenses of in-house and outside counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with the amendment, waiver or enforcement of this Agreement, or the Credit Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement.
(b) Borrowers agree to indemnify and save the Lender harmless from all loss, cost, damage, liability or expenses, including reasonable in-house and outside attorneys' fees and disbursements, incurred by the Lender by reason of an Event of Default (including in connection with any "workout" or restructuring regarding the Obligations hereunder, and including in any bankruptcy or insolvency proceeding or appellate proceeding), or enforcing the obligations of any Borrower under this Agreement or any of the other Credit Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or in connection with this Agreement or any of the other Credit Documents, excluding, however, any loss, cost, damage, liability or expenses arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified.
(c) The obligations of the Borrowers under this Section 10.11 shall survive the termination of this Agreement.
LEGAL FEES AND INDEMNIFICATION. In the event that a dispute, shall arise between Employer and Employee with respect to any provision of this Agreement and the Employee shall prevail, Employer will pay or reimburse payment of Employee's attorneys' fees and costs and expenses related to such dispute. In addition, Employer will indemnify and hold Employee harmless to the fullest extent permitted by law from any claims, lawsuits and judgments, including the costs and attorneys fees emanating therefrom, arising out of his employment hereunder or all other matters related to the Employer and its subsidiaries.
LEGAL FEES AND INDEMNIFICATION. (a) The Company will reimburse the Executive, up to $20,000, for the legal fees incurred by the Executive in the negotiation and review of this Agreement so long as the Executive becomes employed with the Company hereunder.
(b) In the event that any of AT&T, Bellsouth or Xxxxxxxxxxx.xxx files, or threatens to file, any action, suit or proceeding alleging that by accepting employment with the Company the Executive has violated the non-competition clause contained in that certain Non-Competition, Nondisclosure and Non-Solicitation Agreement between Bellsouth Corporation and the Executive, dated April 1, 2004, the Company will pay all of the Executive’s reasonable legal fees and expenses associated with defending such action. In the event that any of AT&T, Bellsouth or Xxxxxxxxxxx.xxx succeeds in temporarily enjoining Executive from working (or continuing to work) for the Company, the Company will continue, until the earliest to occur of (i) the date the injunction is dissolved, (ii) the date the Executive is permanently enjoined from so working, and (iii) the second anniversary of the Effective Date (the earliest to occur of the foregoing, the “End Date”), to: (A) pay the Executive (x) one-half of his Base Salary as of the date of such injunction in lieu of any Base Salary amounts otherwise payable hereunder, but paid pursuant to the normal payroll schedule of the Company used for its executive officers, and (y) $325,000 in lieu of any Annual Bonus otherwise payable hereunder, paid in respect of each calendar year ending prior to the applicable End Date (and pro-rated for the number of months occurring in the calendar year falling prior to such End Date) at such times as annual bonuses are otherwise paid to the Company’s executive officers in respect of each such year and (B) provide continued health, short-term disability and long-term disability insurance benefits in accordance with the terms of this Agreement. In the event that any of AT&T, Bellsouth or Xxxxxxxxxxx.xxx succeeds in permanently enjoining Executive from working (or continuing to work) for the Company, notwithstanding any other provision of this Agreement, Executive shall, solely for purposes of the Sign-on Bonus paid pursuant to Section 5 and the Make Whole Award paid pursuant to Section 7(a)(i) (to the extent either such payment or award has not been paid or become vested, as applicable), be deemed to have terminated employment for Good Reason, and, to the extent applicable, shall continue ...
LEGAL FEES AND INDEMNIFICATION
