Common use of Agent Compensation Clause in Contracts

Agent Compensation. Agent shall be paid a fee for its services as set forth on Schedule III attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred; provided, however, that only increases as are generally applicable to escrow accounts shall be applied and increases in any 12 month period shall not exceed five percent (5%). If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent 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 from the cash held in the Account. 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 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 Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, the Parties each will pay one-half of all Agent's usual charges and Agent may deduct such sums from the funds deposited. 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. Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Clearwire Corp), Membership Interest Purchase Agreement (Clearwire Corp)

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Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent shall be paid in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a fee One-Time Lump Sum Compensation or Renewal Compensation for its services as set forth on Schedule III attached hereto a client that is referred directly to GK and incorporated hereinis approved for and ultimately receives funding for the specified Funding Program. Furthermore, which shall be subject to increase upon notice sent to Depositorsfor each transaction submitted by Independent Sales Agent, and reimbursed any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for its reasonable costs and expenses incurred; providedthe client (disclosed upon providing approval terms). Provided, however, that only increases as are generally applicable to escrow accounts no Commissions shall be applied and increases paid to the Agent in any 12 month period shall not exceed five percent (5%). If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent 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 from the cash held in the Account. In the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the conditions of this Agreement client. Commissions are not promptly fulfilledbased on the overall loan amount, and may be reduced at the Agent or if Agent renders any service not provided GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for in this Agreement, or if the Parties request a substantial modification of its client (disclosed upon providing approval 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 ). Compensation shall be reasonably compensated paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such extraordinary services and reimbursed for all costspayments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, attorney's fees, including allocated costs of in-house counselcharacteristics, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value commissions may be adjusted at any time held by Agent given time, in this escrow until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, which GK would inform the Parties each will pay one-half of all Agent's usual charges and Agent may deduct such sums from the funds deposited. 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 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. Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expensesadvance.

Appears in 2 contracts

Samples: Sales Agent Referral Agreement, Sales Agent Referral Agreement

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Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent shall be paid in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a fee One-Time Lump Sum Compensation or Renewal Compensation for its services as set forth on Schedule III attached hereto a client that is referred directly to GK and incorporated hereinis approved for and ultimately receives funding for the specified Funding Program. Furthermore, which shall be subject to increase upon notice sent to Depositorsfor each transaction submitted by Independent Sales Agent, and reimbursed any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for its reasonable costs and expenses incurred; providedthe client (disclosed upon providing approval terms). Provided, however, that only increases as are generally applicable to escrow accounts no Commissions shall be applied and increases paid to the Agent in any 12 month period shall not exceed five percent (5%). If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent 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 from the cash held in the Account. In the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the conditions of this Agreement client. Commissions are not promptly fulfilledbased on the overall loan amount, and may be reduced at the Agent or if Agent renders any service not provided GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for in this Agreement, or if the Parties request a substantial modification of its client (disclosed upon providing approval 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 ). Compensation shall be reasonably compensated paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub-agents (if applicable) or the like and such extraordinary services and reimbursed for all costspayments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, attorney's fees, including allocated costs of in-house counselcharacteristics, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value commissions may be adjusted at any time held by Agent given time, in this escrow until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, which GK would inform the Parties each will pay one-half of all Agent's usual charges and Agent may deduct such sums from the funds deposited. 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 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. Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expensesadvance.

Appears in 1 contract

Samples: Sales Agent Referral Agreement

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