Compensation; Exculpation Clause Samples
Compensation; Exculpation. (a) The Seller Representative is not entitled to any fee, commission or other compensation for the performance of his service under this Agreement; provided, however, that if the Seller Representative incurs out-of-pocket expenses in connection with the actions contemplated under this Agreement, the Seller Representative will be entitled to reimbursement, following the Effective Time, of all such expenses from the Seller (including the Admin Escrow Amount). The Seller Representative will maintain invoices and other evidences of the expenses reimbursed.
(b) In dealing with this Agreement, the Ancillary Agreements and any other instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Seller Representative: (i) the Seller Representative will not assume any, and will incur no, responsibility whatsoever to the Seller or Adaplis by reason of any error in judgment or other act or omission performed or omitted under this Agreement or in connection with this Agreement, the Ancillary Agreements or any other transaction document, unless the Seller Representative’s error in judgment, act or omission constitutes gross negligence or willful misconduct, (ii) the Seller Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Seller Representative pursuant to such advice will in no event subject the Seller Representative to liability to the Seller or Adaplis unless by the Seller Representative’s gross negligence or willful misconduct, and (iii) the Seller Representative will be entitled to indemnification from and be held harmless by the Seller or Adaplis, as applicable, against any loss, expense (including reasonable attorneys’ fees) or other liability arising out of his service as a Seller Representative under this Agreement or the Lenexa Purchase Agreement, other than for harm directly caused by the Seller Representative’s gross negligence or willful misconduct. Except as set forth in the previous sentence and except with respect to the Seller Representative’s intentional failure to perform any affirmative contractual duty of the Seller Representative under this Agreement or the Lenexa Purchase Agreement, notwithstanding anything to the contrary contained in this Agreement, the Seller Representative, in his role as Seller Representative, w...
Compensation; Exculpation. (a) Grantor agrees to pay reasonable fees actually incurred by Beneficiary when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including providing a statement of the Secured Obligations or providing the release pursuant to Section 5.8 of this Deed of Trust. Grantor shall also pay or reimburse all of Beneficiary’s and Trustee’s costs and expenses which may be incurred in rendering any such services. Grantor further agrees to pay or reimburse Beneficiary for all reasonable costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to Beneficiary and Trustee under Section 6.3 of this Deed of Trust, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) of this Deed of Trust) and any cost of evidence of title. If Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Grantor shall pay all reasonable costs, expenses or other advances that may be incurred or made by Beneficiary and/or Trustee in each of such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy of Trustee or Beneficiary under this Deed of Trust or the Note, there shall be allowed and included as additional indebtedness in the decree for sale or other judgment or decree all expenditures and expenses which may be paid or incurred by or on behalf of Trustee and Beneficiary for reasonable attorneys’ costs and fees (including the costs and fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s fees, fees for environmental studies and assessments and all additional expenses incurred by Trustee and Beneficiary with respect to environmental matters, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, Torrens certificates and similar data and assurances with respect to title as Trustee and Beneficiary may deem reasonably necessary either to pro...
Compensation; Exculpation. (a) If Mortgagee chooses to dispose of Property through more than one Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be incurred or made Mortgagee in each of such Foreclosure Sales.
(b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following (except to the extent resulting from the gross negligence or willful misconduct of Mortgagee):
(i) The exercise of or failure by Mortgagee to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage;
(ii) Mortgagee’s failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or
(iii) Any loss sustained by Mortgagor or any third party resulting from any failure by Mortgagee to lease the Property, or from any other act or omission of Mortgagee in managing the Property, after an Event of Default, unless the loss is caused by the willful misconduct and bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee.
Compensation; Exculpation. (a) The Shareholders’ Agent shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder.
(b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholders’ Agent hereunder or thereunder, (i) the Shareholders’ Agent shall not assume any, and shall incur no, responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any instruments, agreements or documents relating thereto, unless by the Shareholders’ Agent’s gross negligence or willful misconduct, and (ii) the Shareholders’ Agent shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholders’ Agent pursuant to such advice shall in no event subject the Shareholders’ Agent to liability to the Buyer or any other Person, unless by the Shareholders’ Agent’s gross negligence or willful misconduct.
(c) All of the indemnities, immunities and powers granted to the Shareholders’ Agent under this Agreement shall survive the Closings and/or any termination of this Agreement.
Compensation; Exculpation