Attorneys’ Fees. In the event either party hereto employs an attorney in connection with claims by one party against the other arising from the operation of this Agreement, the non-prevailing party shall pay the prevailing party all reasonable fees and expenses, including attorneys’ fees, incurred in connection with such transaction.

Attorneys’ Fees. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel payment of this Note or any portion of the indebtedness evidenced hereby, or to enforce any rights or remedies of Holder under this Note in accordance therewith, Maker promises to pay all such attorney’s fees, costs and expenses of investigation as actually incurred by Holder as a result thereof and including, without limitation, attorneys’ fees, costs and expenses of investigation incurred in appellate proceedings or in any action or participation in, or in connection with, any case or proceeding under Chapters 7, 11 or 13 of the United States Bankruptcy Code or any successor thereto.

Attorneys’ Fees. Subject to Section 8 and except as prohibited by applicable law, in the event that any action is instituted by the Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, the Indemnitee shall be entitled to be paid all Expenses actually and reasonably incurred by the Indemnitee with respect to such action if the Indemnitee is ultimately successful in such action. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid Expenses actually and reasonably incurred by the Indemnitee in defense of such action (including costs and expenses incurred with respect to the Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, in each case only to the extent that the Indemnitee is ultimately successful in such action.

Costs and Attorneys’ Fees. The Parties agree that in the event of a material breach of any provision of this Agreement, the arbitrator may, under the proceedings described in paragraph 20 below, award the non-breaching party all costs and attorneys’ fees incurred in conjunction with enforcement of this Agreement, to the extent permitted by law.

The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys' fees and costs to defend the Employee from any such lawsuits.

Dispute Resolution / Attorneys’ Fees. The parties and signatories hereto represent that they have had an opportunity to be represented by counsel of their own choosing in the negotiations for and preparation of this Agreement, that they did in fact thoroughly discuss all aspects of this Agreement with their respective counsel, that they have carefully and fully read this Agreement, and that they freely and voluntarily enter into it. Accordingly, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not be utilized in the interpretation of this Agreement.

Attorneys’ Fees and Related Expenses. If, after the occurrence of a Change of Control, there arises a dispute between the Employer and Employee regarding the terms, provisions or requirements of this Agreement or an action is commenced to enforce or obtain recourse for the breach of this Agreement, then the Employer shall pay or reimburse Employee for all attorneys’ fees, court costs and related legal expenses incurred in connection therewith within thirty (30) days after Employee’s request for such payment or reimbursement.

Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Co-Borrowers and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

Costs, Expenses and Attorneys’ Fees. Loan Parties agree to pay or reimburse Agent, Lenders or their Affiliates on demand for all their reasonable, documented and out-of-pocket costs, fees and expenses paid or incurred by Agent or any Lender in connection with the preparation, negotiation, and execution of this First Amendment, including, without limitation, the reasonable fees and expenses of Agent’s and each Lender’s counsel.

Basis of Defense; Attorneys’ Fees. This Section 5.14 may be pleaded by the Buyer Released Parties as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 5.14. In the event any Potential Claim is brought or maintained by Seller or any Seller Releasing Parties against the Buyer Released Parties in violation of this Section 5.14, Seller shall be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the Buyer Released Parties in defending same.