Common use of Agent Compensation Clause in Contracts

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and Recipient, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds held in or earned on the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation. The Depositor promises to pay these sums upon demand. The Depositor and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of the Parties under this Section 12 shall survive the resignation or removal of the Agent and the termination of this Agreement.

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and RecipientDepositors, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel)incurred. If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or earned on from the cash held in the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in this escrow until such compensation, fees, costs, and expenses are paid. The Depositor promises Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, Buyer and the Shareholders (jointly and severally) will pay one-half of all Agent’s usual charges and Agent may deduct such sums from the funds deposited. The Depositor Depositors and its their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of Agent shall have a first lien on the Parties property and papers held under this Section 12 shall survive the resignation or removal of the Agent Agreement for such compensation and the termination of this Agreementexpenses.

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule IV III attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and Recipientthe Issuer, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned as set forth on funds held in or earned on the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the DepositorSchedule III attached hereto. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this AgreementAgreement that has previously been approved in writing by the Issuer, or if the Parties request Issuer requests a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party party to, or intervenes in, any litigation pertaining to this escrow Agreement or its subject matter, Agent shall be reasonably compensated for such extraordinary services incurred as set forth on Schedule III attached hereto and reimbursed for all reasonable, documented out-of-pocket costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent under this Agreement until such compensation, fees, costs, and expenses are paid. The Depositor Issuer promises to pay these sums promptly upon demandreceipt of written request therefor and a reasonably detailed invoice thereof from Agent. The Depositor Issuer and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of the Parties under this Section 12 shall survive the resignation or removal of the Agent and the termination of this Agreement.

Agent Compensation. (a) Your total compensation under this Agreement (“Agent Compensation”) shall be in accordance with the Schedule on those premiums paid to us that we accept on Policies that you or your sub-agents have solicited and that we have issued and placed in force, but shall be reduced by the total amount of compensation attributable to your sub-agents that have Agent’s Agreements directly with us, whether or not we actually pay such sub-agent compensation. (b) We will make available to you periodic statements of your Agent Compensation balance (each a “Statement”), and will forward to you the amount of any credit balance set forth in a Statement in accordance with our normal commission processing schedule and our required commission payment methods. If you wish to object to any part of a Statement, you must make such objection in writing within sixty (60) days after the date of such Statement. Thereafter, any review of a Statement shall be at your sole expense. (c) Unless you and we otherwise agree in writing, Agent Compensation shall accrue at the time premiums are paid to us on issued Policies. All amounts under this Section 7(c) shall accrue without interest until paid. (d) If we adjust, return or refund any premium or if an applicant’s premium payment is dishonored, then, in our sole discretion, we may require you or your sub-agent to reimburse us in cash for any related Agent Compensation that we have paid or credited or we may offset such amount against future Agent Compensation. (e) You shall not be entitled to any Agent Compensation on any refunded premium, when waiver of premium is in effect, or on the portion of a premium resulting from a rate increase. (f) Subject to the other restrictions in this Agreement on your right to receive Agent Compensation, following a termination of this Agreement other than for Cause, you shall be vested as to first year and renewal Agent Compensation in accordance with the Schedule until such time, beginning with the calendar year in which the third anniversary of the effective date of this Agreement falls, as your total accrued vested Agent Compensation in any calendar year totals less than Five Hundred Dollars ($500.00), after which time all Agent Compensation shall revert to us. Vesting shall not affect our right to service the Policies on which such Agent Compensation is payable. (g) If we stop paying commissions to your sub-agents who have Agent’s Agreements directly with us pursuant to the terms of such agreements, you shall have no right to the commissions (whether or not vested) of such sub-agents even if you are entitled to override commissions on their business, and such commissions shall revert to us. (h) If any of your sub-agents who do not have Agent’s Agreements directly with us (each an “LOA Sub-Agent”) (i) defrauds or attempts to defraud us or one of our affiliates or any applicant or insured of ours or of one of our affiliates, or (ii) demonstrates a pattern of activity intended (A) to induce an insured of ours or of one of our affiliates to cause the lapse, forfeiture, surrender, termination or replacement of an existing Policy, unless clearly in the insured’s best interests, or (B) otherwise to damage the relationship between us and our insureds or between any of our affiliates and its insureds, then, in any such event, you shall take swift and appropriate action against such LOA Sub-Agent (including terminating your contract with such LOA Sub- Agent) promptly upon the discovery of such actions, and the commissions (whether or not vested) attributable to such LOA Sub-Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which revert to us. (i) Payment of commissions shall be subject to increase upon notice sent to Depositor the terms and Recipient, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds held in or earned on the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders and to our rules and regulations in effect from time to time. We may change such rules and regulations at any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services time without notice and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation. The Depositor promises to pay these sums upon demand. The Depositor and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of the Parties under this Section 12 shall survive the resignation or removal of the Agent and the termination of this Agreementwithout your consent.

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and RecipientDepositors, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds held in or earned on the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Escrow Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Escrow Agreement, or if the Parties Depositors request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent pursuant to this Escrow Agreement until such compensation, fees, costs, and expenses are paid. The Depositor promises Depositors jointly and severally promise to pay these sums upon demand. Unless otherwise provided, the Depositors each will pay one-half of all Agents’ usual charges and Agent may deduct such sums from the Assets. The Depositor Depositors and its their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her its duties under this Escrow Agreement, including but not limited to any litigation arising from this Escrow Agreement or A/72319147.1 involving its subject matter. The obligations of the Parties Depositors under this Section 12 shall survive the resignation or removal of the Agent and the termination of this Escrow Agreement. Buyer and Seller shall bear the costs and expenses of their own advisors, consultants and agents incurred in connection with this Escrow Agreement.

Agent Compensation. Agent shall be paid a fee for its services ------------------ as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and RecipientDepositors, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel)incurred. If Agent’s 's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or earned on from the cash held in the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties Depositors request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s 's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in this escrow until such compensation, fees, costs, and expenses are paid. The Depositor promises Depositors jointly and severally promise to pay these sums upon demand. The Depositor Depositors shall be jointly and its severally liable to pay all Agent's usual charges and Agent may deduct such sums from the funds deposited. As between themselves, the Depositors shall each be responsible for one-half of such charges. The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of Agent shall have a first lien on the Parties property and papers held under this Section 12 shall survive the resignation or removal of the Agent Agreement for such compensation and the termination of this Agreementexpenses.

Agent Compensation. Agent The Posting Party shall be paid a fee pay Agent’s fees for its services as set forth on Schedule IV attached hereto and incorporated hereinhereunder, which shall be subject to increase upon notice sent to Depositor and Recipientthe Posting Party, and reimbursed Posting Party shall reimburse Agent for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel)incurred. If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or earned on from the cash held in the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties Posting Party and the Secured Party request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated by the Posting Party for such extraordinary services and reimbursed by the Posting Party for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in this escrow until such compensation, fees, costs, and expenses are paid. The Depositor Posting Party promises to pay these sums upon demand. Unless otherwise provided, the Posting Party will pay all Agent’s usual charges hereunder. The Depositor Posting Party and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations of the Parties under this Section 12 shall survive the resignation or removal of the Agent and the termination of this Agreement.

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule IV II attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and RecipientDepositors, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of in connection with its counsel)role as Agent hereunder. If Agent’s 's fees, or reasonable costs coats or expenses, . provided for herein, are ate not promptly paidpaid within ten (10) business days after Agent delivers an invoice or statement setting forth the amount of the costs and expenses, Agent may be paid from interest earned on funds shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or earned on from the cash held in the Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not rot provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow transaction or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s 's fees, including allocated costs of in-house counsel, and reasonable expenses occasioned by such default, delay, controversy or litigationlitigation and Agent shall have the right to retain all documents and/or other things of value at arty time held by Agent in this transaction until such compensation, fees, costs, and expenses are paid. The Depositor promises Parties jointly and severally promise to pay these sums upon within ten (10) business days following demand. Unless otherwise provided, the Depositors each will pay one-half of all Agent's usual charges. The Depositor Depositors and its their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or reasonably incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The obligations This indemnification shall not affect any indemnification or contribution rights of the Parties Depositors between themselves. Agent shall have a first lien on the property and papers held under this Section 12 shall survive the resignation or removal of the Agent Agreement for such compensation and the termination of this Agreementexpenses.