Compensation; Exculpation. (a) Upon the written approval of a majority in interest of the Stockholders prior to the Effective Time, the Stockholders’ Representative may be paid a fee, commission or other compensation for the performance of services hereunder on such terms and conditions as may be agreed by the Stockholders’ Representative and such Stockholders.
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.
Compensation; Exculpation. (a) The Selling Parties’ Representative shall not be entitled to any fee, commission or other compensation for the performance of service hereunder; provided, however, the reimbursement of fees, costs and expenses incurred by the Selling Parties’ Representative in connection with performing the services pursuant to this Agreement shall be made from the Selling Parties by periodic payments during the course of the performance of service, as and when bills are received or expenses incurred.
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.
Compensation; Exculpation. (a) In dealing with this Agreement and any other Transaction Documents, and instruments, agreements, or documents relating thereto, and in exercising or failing to exercise any or all of the powers conferred upon Sellers’ Representative under this Agreement, (i) Sellers’ Representative does not assume or incur any Liability whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted under this Agreement or in connection with this Agreement or any such other agreement, except in the case of Sellers’ Representative’s bad‑faith willful misconduct, and (ii) Sellers’ Representative may 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 Sellers’ Representative (which is not the result of bad‑faith willful misconduct) whether or not pursuant to such advice, will not subject Sellers’ Representative to Liability to Sellers.
Compensation; Exculpation. (a) The Shareholders’ Agent shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder.
Compensation; Exculpation. (a) Trustor agrees to pay reasonable fees as may be charged by Beneficiary and Trustee subject to the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the Secured Obligations or Trustee's rendering of services in connection with a reconveyance. Trustor shall also pay or reimburse all of Beneficiary's and Trustee's reasonable costs and expenses which may be incurred in rendering any such services. Trustor 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 or Trustee or both of them under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(h)) incurred in accordance with applicable law, and any cost ------ of evidence of title. If Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Trustor shall pay all costs, expenses or other advances that may be incurred or made by Trustee or Beneficiary in each of such Foreclosure Sales.
Compensation; Exculpation. (a) Upon approval of a majority in interest of the Company Holders who hold Preferred Stock (calculated on an as-converted basis) prior to the Effective Time, or upon approval of a majority in interest of the Company Holders who are beneficiaries in the Escrow Fund after the Effective Time, the Representative may be paid a fee, commission or other compensation by the Company Holders for the performance of service hereunder on such terms and conditions as may be agreed by the Representative and such Company Holders.
Compensation; Exculpation. (a) In dealing with this Agreement 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 any Seller Party by reason of any error in judgment or other act or omission performed or omitted under this Agreement or in connection with this Agreement 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 any Seller Party 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 Parties, jointly and severally, appointing such Seller Representative against any loss, expense (including reasonable attorneys’ fees) or other liability arising out of his service as a Seller Representative under this Agreement, other than for harm directly caused by the Seller Representative’s fraudulent act.
