In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement against the other Party or Parties, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of ​.

Broker’s Fees. Farmor has not incurred any liability, contingent or otherwise, for broker’s or finder’s fees or commissions relating to this Agreement for which Farmee shall have responsibility.

Agent’s Fees. The Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Borrower and the Agent.

Broker’s Fees. Each party represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein.

Broker’s Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Purchaser could become liable or otherwise obligated.

Governing Law; Jurisdiction; Attorney Fees. This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The United States District Court for the Southern District of New York shall serve as the exclusive forum for any such dispute and the parties irrevocably consent to the jurisdiction of such courts.

Indemnification for Expenses; Attorney Fees. A Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other Party hereto for and against all out-of-pocket expenses, including, without limitation, reasonable legal fees, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement, should such Party prevail in such action. The payment of such expenses is in addition to any other relief to which such other Party may be entitled hereunder or otherwise.

Attorney Review. Employee is hereby advised that he/she should consult with an attorney prior to executing this Agreement and Release.

Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).