Legal Counsel. Executive acknowledges that he understands that he has the right to consult with an attorney of his choice at his expense to review this Agreement and has been encouraged by the Companies to do so. The Company shall pay or reimburse Executive for reasonable attorney fees incurred for the review and negotiation of this Agreement, up to a maximum amount of $10,000.

Legal Opinions. The Committee may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any action taken, or omitted, by it in good faith pursuant to the advice of such counsel.

Legal Holidays. If any day on which action under the Plan must be taken falls on a Saturday, Sunday, or legal holiday, such action may be taken on the next succeeding day that is not a Saturday, Sunday, or legal holiday; provided, that this [subsection 11.8] shall not permit any action that must be taken in one calendar year to be taken in any subsequent calendar year.

Legal Opinions. The Agent shall have received, with a copy for each Bank, opinions rendered by # the assistant general counsel of ​ and # Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to ​, in each case in form and substance reasonably satisfactory to the Agent.

Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Paul, Weiss, Rifkind, Wharton & Garrison LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

Legal Fees. The Company will pay reasonable legal/attorney’s fees (including court costs and other costs of litigation) incurred by Employee in connection with enforcement of any right or benefit under this Agreement, if Employee prevails in whole or in part, in a court of final jurisdiction or pursuant to final and binding arbitration, in an enforcement action against the Company. In the event Employee prevails in part, the Company’s obligation hereunder shall be computed on a pro rata basis.

Legal Disability. In case of the legal disability, including minority, of an individual entitled to receive any payment under this Plan, payment shall be made, if the Plan Administrator shall be advised of the existence of such condition:

Legal Proceedings. Except as set forth on [Section 4.8] of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened material Legal Proceedings # against or by the Company or any of its Subsidiaries affecting any of its properties or assets, or # against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such material Legal Proceeding. There is no outstanding Order imposed upon the Company or any of its Subsidiaries. Notwithstanding the foregoing, for all purposes of this Agreement, none of the Company, the Representative or any of the Equity Holders make any representation or warranty (pursuant to this [Section 4.8] or otherwise) regarding the effect of the applicable antitrust, merger control, competition or fair trade laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction as a result of the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction.

Legal Relationship. My relationship with the Company is that of an independent contractor and not as an employee, as such is defined in C.R.S. 8-40-202(2)(a), nor an agent of the Company. I will not be entitled to any benefits or compensation from the Company except as set forth in this Agreement. I agree that I am responsible for direct payment of any federal or state taxes on the compensation paid to me under this Agreement. I understand that I am not authorized to bind the Company or make any representations on its behalf in any matter.

Legal Fees. The Company shall pay or reimburse all reasonable legal fees and expenses (including, without limitation, arbitration fees and expenses) incurred by an Eligible Executive in disputing in good faith the Eligible Executive’s benefits under this Policy, up to a maximum of $250,000 in the aggregate, per Eligible Executive. Such payments or reimbursements shall be made within thirty (30) business days after delivery of the Eligible Executive’s written request for such payment or reimbursement, accompanied by such evidence as the Company may reasonably require.