NO AGENT'S FEE. Each party hereto represents to and covenants that there is no agent's, broker's or finder's fee or commission payable or that will be payable in connection with the transactions contemplated in this Plan or the Merger Agreements by virtue of or resulting from any action or agreement by it other than a fee in the amount of approximately $170,000 payable to Service Asset Management Company ("Agent") upon the consummation of the transactions contemplated by this Plan. If, but only if, the transactions are consummated pursuant to this Plan and the Merger Agreements, First Midlothian shall pay Agent such fee. Surety Bank and Surety, on the one hand, and the Directors, First Midlothian and First Bank, on the other hand, hereby agree to indemnify and hold harmless each other from and against any claim, demand, liability, loss, cost or expense (including court costs and attorneys' fees) on account of or in connection with any agent's, broker's or finder's fees or commissions payable or alleged to be payable in connection with this Plan, the Merger Agreements or the transactions contemplated hereby or thereby by virtue of or resulting from any action or agreement on the part of such indemnifying party.
NO AGENT'S FEE. Surety Bank and Surety, on the one hand, and TexStar, on the other hand, represent to and covenant with each other that there is no agent's, broker's or finder's fee or commission payable or that will be payable in connection with the transactions contemplated in this Agreement or the Merger Agreement by virtue of or resulting from any action or agreement on the part of such indemnifying party other than a fee payable to Xxxxxxx X. Xxxxx of Austin, Texas ("Agent") upon the consummation of the Merger, pursuant to a letter agreement dated August 26, 1997 by and between TexStar and Agent. If, but only if, the Merger is consummated pursuant to this Agreement and the Merger Agreement, Surety Bank shall pay Agent such fee and such payment shall reduce the amount payable by Surety Bank pursuant to Section 5(a) of the Merger Agreement. Except as provided in the foregoing, Surety Bank and Surety, on the one hand, and TexStar, on the other hand, hereby agree to indemnify and hold harmless each other from and against any claim, demand, liability, loss, cost or expense (including court costs and attorneys' fees) on account of or in connection with any agent's, broker's or finder's fees or commissions payable or alleged to be payable in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby by virtue of or resulting from any action or agreement on the part of such indemnifying party. This indemnifica tion provision shall survive the Closing of the transactions contemplated by this Agreement.
