Common use of Transaction Advisor Fees Clause in Contracts

Transaction Advisor Fees. In consideration for services rendered by ------------------------ Prospero in connection with the transactions contemplated by this Agreement, Intek will issue to Prospero on behalf of Acorn the number of shares of Intek common stock ("Transaction Advisor Shares") as set forth in the Transaction Advisor Fee Payment Agreement attached hereto as Exhibit 2.7 and subject to the terms and conditions of such Agreement Except as set forth in this Agreement, Intek shall assume no liability for any taxes or other payments of Prospero, Acorn or the Shareholders. Acorn and the Acorn Shareholders acknowledge the acceptance by Prospero of the Transaction Advisor Shares in partial consideration for services rendered by Prospero to Acorn. The Shareholders agree to hold Intek harmless and to pay all costs associated with any Intek or Acorn defense that may arise from any claim asserted by Prospero, or an intermediary on its behalf, in connection with the payments to be made by the Shareholders under the Engagement Letter with Prospero dated August 3, 1998 (as amended). Intek agrees to hold the Shareholders harmless and to pay all costs associated with any Shareholder defense that may arise from any CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR claim asserted by Prospero, or an intermediary on its behalf, in connection with the consideration to be paid by Intek under the Transaction Advisor Fee Payment Agreement.

Transaction Advisor Fees. In consideration for services rendered by ------------------------ Prospero in connection with the transactions contemplated by this the Agreement, Intek will issue Etinuum issued to Prospero on behalf of Acorn the number of shares of Intek Etinuum common stock ("Transaction Advisor Shares") as set forth in the Transaction Advisor Fee Payment Agreement attached hereto as Exhibit 2.7 and subject to the terms and conditions of such Agreement Agreement. Except as set forth in this Amended and Restated Agreement, Intek Etinuum shall assume no liability for any taxes or other payments of Prospero, Acorn or the Shareholders. Acorn and the Acorn Shareholders acknowledge the acceptance by Prospero of the Transaction Advisor Shares in partial consideration for services rendered by Prospero to Acorn. The Shareholders agree to hold Intek Etinuum harmless and to pay all costs associated with any Intek Etinuum or Acorn defense that may arise from any claim asserted by Prospero, or an intermediary on its behalf, in connection with the payments to be made by the Shareholders under the Engagement Letter with Prospero dated August 3, 1998 (as amended). Intek Etinuum agrees to hold the Shareholders harmless and to pay all costs associated with any Shareholder defense that may arise from any CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR claim asserted by Prospero, or an intermediary on its behalf, in connection with the consideration to be paid by Intek Etinuum under the Transaction Advisor Fee Payment Agreement.