Payment of Legal Expenses. Employee will be entitled to reimbursement of any legal expenses reasonably incurred by Employee in order to obtain benefits under this Amendment; provided, that, the payment of such expenses is subject to an arms-length, bona fide dispute as to Employee's right to such benefits. Such reimbursements will be made on a regular, periodic basis upon Employee’s substantiation of such legal expenses; provided, however, that in no event will reimbursement be made later than March 15 of the year following the year in which Employee incurs the expenses unless Employee is a “Specified Employee” within the meaning of section 409A of the Code and it is determined that reimbursement of such expenses is being made by reason of Employee’s "Separation from Service" (within the meaning of section 409A of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto) in which case reimbursement of such expenses will not be made before the day that is six (6) months and one (1) day following Employee’s Separation from Service. The amount of legal expenses eligible for reimbursement under this Section 2(f) during a taxable year may not affect the legal expenses eligible for reimbursement in any other taxable year and the right to reimbursement under this Section 2(f) is not subject to liquidation or exchange for another benefit. The pendency of a claim by the Company that a claim or defense of Employee is frivolous or otherwise lacking merit will not excuse the Company from making periodic payments of legal expenses pursuant to this Section 2(f) until a final determination is made regarding the validity of Employee’s claim. In the event that a final determination is made that a claim asserted by Employee was frivolous, the portion of such expenses incurred by Employee as a result of such frivolous claim will become Employee’s sole responsibility and any funds advanced by the Company will be repaid to the Company. Any failure by the Company to satisfy any of its obligations under this Section 2(f) will not limit the rights of Employee hereunder. Subject to the foregoing, Employee will have the status of a general unsecured creditor of the Company and will have no right to, or security interest in, any assets of the Company or any Subsidiary or Affiliate.
Payment of Legal Expenses. All invoices and requests for payment for Legal Expenses which You receive from the Appointed Representative should be forwarded to Us as soon as practicable upon receipt. If We so require You must ask the Appointed Representative to submit to Us the xxxx of costs for assessment or certification by the appropriate Law Society, Court or tribunal. You are responsible for payment of all Legal Expenses. We may settle these requests for payment of Legal Expenses directly at Our discretion if requested by You to do so. The payment of some Legal Expenses by Us is not an indication that all Legal Expenses will be paid.
Payment of Legal Expenses. The Company shall also pay Executive all legal fees and expenses incurred by Executive as a result of any termination pursuant to Section 8 hereof, including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement.
Payment of Legal Expenses. Buyer shall pay all fees and expenses of counsel incurred with respect to this Agreement.
Payment of Legal Expenses. The Bank shall pay all legal fees and ------------------------- expenses (as such fees and expenses are incurred) which the Executive may incur as a result of any action ultimately found in favor of the Executive contesting the validity or enforceability of this Agreement, and the Executive shall be entitled to receive interest thereon for the period of any delay in payment from the date such payment was due at the rate determined by adding two hundred basis points to the six month Treasury Xxxx rate.
Payment of Legal Expenses. The Administrative Agent shall have received the payment in cash of all outstanding legal fees incurred by the Administrative Agent.
Payment of Legal Expenses. The Company shall have reimbursed Milestone at the Initial Closing the fees and expenses as set forth in Section 9.15 hereof; or in lieu thereof, such fees and expenses may be properly deducted from the aggregate sale proceeds to be paid by Milestone to the Company at the Initial Closing in connection with the purchase of the Series A Shares.
Payment of Legal Expenses. In the event any litigation or other proceeding is initiated by either party to enforce the terms and provisions hereof, upon a final determination in any such litigation or proceeding, the non-prevailing party agrees to pay all reasonable expenses, including reasonable attorney’s fees and expenses of the prevailing party.
Payment of Legal Expenses. Within thirty (30) days after the ------------------------- Closing, PerfectMarket agrees to pay the reasonable legal expenses of MetroBeat incurred by it in connection with the transactions contemplated by this Agreement, the Plan of Merger and the Certificate of Merger.
Payment of Legal Expenses. The obligation to reimburse the Covered Executive for any legal fees will continue pursuant to the terms of the ESP following his death, except that such legal fees or excise tax reimbursement will be payable to the Covered Executive’s estate.
