Common use of PRIOR TO ANY CHANGE OF CONTROL Clause in Contracts

PRIOR TO ANY CHANGE OF CONTROL. Prior to any Change of Control, in any arbitration or action at law or in equity brought by either party hereto to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such proceeding, as determined by a court or arbitrator in a final judgment or decision, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred therein by such party or parties (including without limitation such costs, expenses and reasonable fees relating to any appeals), and if such successful party or parties shall recover judgment in any such arbitration, action or proceeding, such costs, expenses and attorneys' fees shall be included as part of such judgment. Notwithstanding the foregoing provisions, in no event prior to a Change of Control shall the successful party or parties be entitled to recover an amount from the unsuccessful party or parties for costs, expenses and attorneys' fees that exceeds the costs, expenses and attorneys' fees incurred by the unsuccessful party in connection with the action or proceeding.