Fees and Indemnity. The Resident Trustee shall be entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of a trustee of an express trust. The Trust shall (i) reimburse the Resident Trustee for all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including reasonable fees and expenses of counsel and other experts); (ii) indemnify, defend and hold harmless the Resident Trustee (in both its individual and Trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively, including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however, that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from the bad faith, willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any rights in such property of the Beneficiaries or any other Person.
Fees and Indemnity. 4.1 The Sellers and the Buyer hereby jointly and severally agree to pay the Escrow Agent a fee of £1,500 (excluding VAT) to set up the Escrow Account and a quarterly fee of £150 (excluding VAT) as compensation for the administrative services to be rendered hereunder, which, for the avoidance of doubt, as between the Sellers and the Buyer shall be shared equally between the Sellers on the one hand and the Buyer on the other.
4.2 Save in the case of acts of negligence, fraud or wilful or gross misconduct by the Escrow Agent, in consideration of the Escrow Agent having agreed to enter into this Deed and to perform its role in accordance with its terms, the Transaction Parties hereby jointly and severally agree to indemnify the Escrow Agent on reasonable demand and to keep the Escrow Agent indemnified from and against all claims, actions, demands, liabilities, costs, charges, damages, losses, expenses and consequences of whatever nature which may be brought or preferred against the Escrow Agent or that the Escrow Agent may suffer, incur or sustain by reason or on account of its having so acted. For the avoidance of doubt, nothing in this clause 4.2 shall relieve or abrogate the Escrow Agent’s common law duty to mitigate any loss or damage suffered. This indemnity is a separate and independent obligation of the Transaction Parties and in each case shall survive for a period of [twelve (12) months] following the date of termination of this Deed.
Fees and Indemnity. (a) The Issuer shall pay all out-of-pocket expenses incurred by the Collateral Agent, including the fees, charges and disbursements of any counsel for the Collateral Agent, in connection with the enforcement, collection or protection of its rights in connection with the Transaction Documents to which it is a party, including its rights under this Section 4.05.
(b) The Issuer shall indemnify the Collateral Agent, and each Related Party of the Collateral Agent (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of the execution or delivery of the Transaction Documents to which it is a party or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the transactions or any other transactions contemplated by the Transaction Documents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Anything in this Agreement to the contrary notwithstanding, in no event shall the Issuer be liable to any Indemnitee for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Issuer has been advised of the likelihood of such loss or damage and regardless of the form of action.
Fees and Indemnity. 4.01 In return for the Consulting Services rendered hereunder, the Company agrees to compensate the Consultant with a Retainer Fee in the amount of $200,000 due in line with the execution of this Agreement. The Retainer Fee shall be applied monthly against the fee charged by Consultant in the amount of $16,666.66 per month for each month during the term of this Agreement.
4.02 The Company agrees to reimburse the Consultant for expenses incurred by the Consultant while traveling either on Company business or while traveling to or from the Company and the Consultant’s office. Reimbursable expenses incurred by the Consultant shall include but shall not be limited to air fare, hotel/motel lodging, meals, car rentals, parking and telephone and/or communication expenses incurred in the representation of the Company. A mileage expense will be charged at a rate $.62 a mile when the Consultant is traveling utilizing his own vehicle on behalf of the Company. Expenses incurred by the Consultant shall be paid by the Company upon presentation of an appropriate invoice for the expenses incurred. Upon presentation of said invoice by the Consultant, the Company will take immediate steps to pay the Consultant’s in a time frame not to exceed three (3) business days from date of presentation.
Fees and Indemnity. The Company will pay the reasonable fees and disbursements of the Escrow Agent in connection with performing its duties and otherwise arising under this Agreement. The Shareholders and the Company hereby unconditionally and irrevocably covenant, jointly and severally, to indemnify the Escrow Agent and save it harmless from all from and against all losses, suits, claims, damages and expenses arising out of, due to or by reason of or pursuant to any action or inaction of the Escrow Agent hereunder except in the event of wilful misconduct or fraud of the Escrow Agent. This indemnity does not require that the Escrow Agent proceed against or exhaust its remedies against the Company or any particular Shareholder and shall survive the bankruptcy, insolvency, dissolution, liquidation or merger of the Company and the Shareholders or any of them.
Fees and Indemnity. 5.1 Arbitrator’s fees are based on $1500 plus gst per half day or part thereof for interlocutory hearings and $3000.00 plus gst for each sitting day (max 8 hours)or part thereof for the substantive hearing. Fees for other attendances are based on an hourly rate of $375.00 plus gst and may where appropriate include a component for ongoing supervision and monitoring.
5.2 Where the amount in dispute or subject matter value exceeds $NZ 100,000 or where the dispute involves urgency, complexity, or other particular difficulty then the Arbitrator may increase the fee by a reasonable amount to reflect that additional responsibility.
5.3 Where the proceeding is settled , withdrawn or otherwise discontinued then the Arbitrator shall be paid for all work in progress up to discontinuance and may charge a cancellation fee which must be reasonable in all the circumstances for any cancelled hearing day.
5.4 In addition to fees all reasonable expenses including transcription fees and venue hire will be recoverable from the parties.
5.5 Fees may be rendered monthly or at such other intervals as the Arbitrator may decide and are due for payment within 14 days of the date of invoice. Fees outstanding for more than 30 days from date of invoice attract interest at 2% per month compounding.
5.6 The Arbitrator may at any time and as a precondition to any continuing attendance in the Arbitration order any party to give security for costs and may stay the proceeding until that order is complied with.
5.7 Notwithstanding any direction as to payment which may be made by the Arbitrator all parties accept joint and several responsibility for the Arbitrators fees. Should a party default on a payment directed by the Arbitrator then the Arbitrator may recover the outstanding payment from the other party or parties in which event the paying party or parties shall have a right to immediate recourse from the non paying party or parties.
5.8 This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. A pdf scanned copy of this agreement attached to an email transmission, showing a representation of the signature of any party shall be deemed to be an original.
Fees and Indemnity. 3.01 In return for the services rendered hereunder, the Corporation shall pay to the Consultant the fee set out in Schedule "A" annexed hereto on such date(s) as specified therein. Payment will be due upon receipt of invoice supported by relevant receipts or other documentation. The Corporation will reimburse the Consultant only for pre-approved disbursements which the Consultant may have incurred in the execution of its Consulting Mandate.
3.02 It is expressly agreed, represented and understood that the parties hereto have entered into an arm's length independent contract for the rendering of the Consulting Mandate and that the Consultant and its employees, agents or servants are not the employees, agents or servants of the Corporation. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other relationship apart from an independent contractor and contractee relationship.
3.03 The Consultant represents and warrants that it is duly registered for the purposes of the Harmonized Sales Tax (HST) and, where applicable, Workplace Safety Compensation Insurance Act and shall provide evidence of compliance upon reasonable request by Corporation.
3.04 The Consultant has the sole responsibility, as an independent Contractor, to comply with all requirements of applicable laws, rules and regulations, including without limitation the requirements of the Income Tax Act (Canada), the Employment Insurance Act (Canada) and the Canada Pension Plan Act. The Consultant shall be responsible for deducting all applicable federal and provincial incomes taxes, Canada Pension Plan deductions and Employment Insurance premiums on any remuneration paid to Consultant's employees as a result of this Agreement between the Corporation and the Consultant and for remitting same to Revenue Canada or such other governmental authorities as prescribed by law. Upon request by the Corporation, the Consultant will provide the Corporation with satisfactory evidence that it has properly calculated and remitted all applicable taxes to Canada Revenue Agency or other governmental authority having jurisdiction.
3.05 The Consultant agrees that it will save harmless and indemnify the Corporation from and against all claims, charges, taxes, interest or penalties and demands which may be made by the Minister of National Revenue requiring the Corporation to pay income tax under the Income Tax Act (Canada)...
