Legal Fees and Expenses Clause Example with 4 Variations from Business Contracts
This page contains Legal Fees and Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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 the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if, following a Change in Control, it should appear to the Executive that the Company has failed to comply ...with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of 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 the 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 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'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. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for all reasonable attorneys' fees and related expenses incurred by the Executive in good faith in connection with any of the foregoing; provided, however, that the Company shall have no obligation hereunder to pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in accordance with the rules immediately below, upon written request of the Executive which must be accompanied by such evidence of eligible fees and expenses as the Company may reasonably require. 12 The Company shall administer such reimbursements consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive's eligibility for reimbursement of eligible legal fees and expenses in one year shall not affect Executive's eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses shall be made on or before the last day of the year following the year in which the expense was incurred; and (iii) The Executive's right to the reimbursement of eligible legal fees and expenses shall not be subject to liquidation or exchange for another benefit.View More
Variations of a "Legal Fees and Expenses" Clause from Business Contracts
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 the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if, following a Change in Control, If it should appear to the Executive that the Company has failed to comp...ly with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of 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 the 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 dispute 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'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. proceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay to the Executive and be solely financially responsible for all reasonable attorneys' and related fees and related expenses incurred by the Executive in connection with claims made in good faith in connection with any but only if, and to the extent and at the earliest date(s) that, such actions are determined to be permitted without violating Section 409A of the foregoing; provided, however, that the Company shall have no obligation hereunder to pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall Code. Such payments will be made in accordance with the rules immediately below, upon written request after delivery of the Executive which must be Executive's written requests for payment, accompanied by such evidence of eligible fees and expenses incurred as the Company may reasonably require. 12 The Company Notwithstanding the foregoing, any such reimbursement shall administer such reimbursements consistent with be for expenses incurred during the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive's eligibility for reimbursement of eligible legal fees lifetime and expenses in one year shall not affect Executive's eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses shall be made on or before no later than the last day of the Executive's tax year following the tax year in which the expense was incurred; and (iii) The Executive's right Executive incurs the expense. In no event will the amount of expenses eligible for reimbursement by the Company in one year affect the amount of expenses eligible for reimbursement to the reimbursement of eligible legal fees and expenses shall not be subject to liquidation or exchange for another benefit. provided in any other taxable year. View More
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 the Executive's rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if, following a Change in Control, if it should appear to the Execut...ive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of 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 the 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 dispute 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'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. proceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and related expenses incurred by the Executive in good faith in connection with any of the foregoing; provided, however, that provided that, in regard to such matters, the Company Executive has not acted in bad faith or with no colorable claim of success. The Executive shall have no obligation hereunder to pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in accordance with the rules immediately below, upon promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the Executive date on which must be such expenses were incurred, accompanied by such evidence of eligible fees and expenses incurred as the Company may reasonably require. 12 The Company shall administer require, and such reimbursements consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive's eligibility for reimbursement of eligible legal fees and expenses in one year shall not affect Executive's eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses shall will be made on or before the last day within thirty business days after delivery of the year following the year in which the expense was incurred; and (iii) The Executive's right to the reimbursement of eligible legal fees and expenses shall not be subject to liquidation or exchange written requests for another benefit. payment. View More
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 the Executive's rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if, following a Change in Control, if it should appear to the Execut...ive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of 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 the 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 dispute 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'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. proceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and related expenses incurred by the Executive in good faith in connection with any of the foregoing; provided, however, that provided that, in regard to such matters, the Company Executive has not acted in bad faith. The Executive shall have no obligation hereunder to pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in accordance with the rules immediately below, upon promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the Executive date on which must be such expenses were incurred, accompanied by such evidence of eligible fees and expenses incurred as the Company may reasonably require. 12 The Company shall administer require, and such reimbursements consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive's eligibility for reimbursement of eligible legal fees and expenses in one year shall not affect Executive's eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses shall will be made on or before the last day within thirty business days after delivery of the year following the year in which the expense was incurred; and (iii) The Executive's right to the reimbursement of eligible legal fees and expenses shall not be subject to liquidation or exchange written requests for another benefit. payment. View More
Legal Fees and Expenses. It is the intent of the Company that the (a) The Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof such costs substantially would substantially detract from the Executive's benefits intended to be extended to the Executive hereunder. under this Agreement. Accordingly, if, following a Change in Control,... if it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive hereunder, the Company 8 irrevocably authorizes the Executive from time to time to retain counsel of the 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 director, 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'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. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and related expenses incurred by the Executive in good faith in connection with any of the foregoing; provided, however, that foregoing. However, if the Executive brings an action in bad faith, or with no colorable claim of success, the Company shall have no obligation hereunder to not pay for any of Executive's attorneys' fees or related expenses with respect expenses. (b) Without limiting the obligations of the Company under Section 7(a) of this Agreement, in the event a Change in Control occurs, the performance of the Company's obligations under this Section 7 shall be secured by amounts deposited or to any frivolous claims made by the Executive. Payments by be deposited in trust pursuant to certain trust agreements to which the Company shall be made a party, which amounts deposited shall in the aggregate be not less than $1,000,000, providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, either in accordance with the rules immediately below, terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon written request presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive which must be accompanied by such evidence hereunder. Subject to the foregoing, the Executive shall have the status of eligible fees and expenses as a general unsecured creditor of the Company may reasonably require. 12 and shall have no right to, or security interest in, any assets of the Company or any Subsidiary. (c) The reimbursement obligations of the Company shall administer such reimbursements consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive's eligibility for reimbursement of eligible legal fees under Section 7(a) and expenses in one year shall not affect Executive's eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses Section 7(b) shall be made on or before the last day paid no later than December 31 of the calendar year following the calendar year in which the related expense was is incurred; and (iii) The provided that in no event shall the reimbursement provided by the Company in one taxable year affect the amount of reimbursement provided in any other taxable year nor shall Executive's right to the reimbursement of eligible legal fees and expenses shall not be subject to liquidation or exchange for another benefit. View More
