Common use of Fees/Warrants Clause in Contracts

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $400,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund Manager's Fee"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (c) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.