The Company shall pay promptly as incurred, to the full extent permitted by law, all legal, accounting and other professional fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or its Affiliates, Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement).