Legal Fees The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
Processing Fee Xxxxxxxx agrees to pay Purchaser the Processing Fee listed on the first page of this Agreement to reimburse Purchaser for expenses incurred in processing Merchant’s application, providing toll-free access to customer service representatives, filing and terminating UCC financing statement(s) against Merchant and fees that Purchaser pays any other person for referring Merchant to Purchaser and assisting with the origination of the sale of the Future Receipts. Purchaser will deduct the amount of the Processing Fee from the Purchase Price that is to be paid to Merchant.