Compensation and Reimbursement of Expenses. The Trust hereby agrees to (i) compensate the Delaware Trustee in accordance with a separate fee agreement with the Delaware Trustee, (ii) reimburse the Delaware Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Delaware Trustee and any of the officers, directors, employees and agents of the Delaware Trustee (the “Indemnified 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 (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of any duties contemplated by this Declaration, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Declaration.
Compensation and Reimbursement of Expenses. The Parties shall compensate Escrow Agent for its services hereunder in accordance with Exhibit 3 attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses incurred in the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, attorneys’ fees, brokerage costs and related expenses incurred by Escrow Agent (collectively, the “Fees”). All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable within ten (10) Business Days following the Parties’ receipt of notice from Escrow Agent that such payment should be made. The Parties agree that the Fees shall be borne equally by the Parties and the Fees may be deducted from the Escrow Funds. Solely in the event and to the extent that the Parties shall have failed to provide payment to Escrow Agent within the ten (10) Business Day period set forth in the preceding sentence, Escrow Agent is authorized to disburse to itself from the Escrow Funds the amount(s) not paid, subject to Escrow Agent’s restoration of such payment to the Escrow Funds should the applicable payment be later received by Escrow Agent.
Compensation and Reimbursement of Expenses. The Client agrees to pay the Consultant a fixed fee of ten thousand (10,000) r e st r ic t x x common shares for the services provided. This fee shall cover services pursuant to Section 1 of this Agreement. The total amount owed per this agreement shall be deemed earned in full on September 30, 2019. For purposes of this agreement, the shares are va1ued at $0.71 per share. The Consultant will maintain adequate documentation and records to support all costs invoiced to the Client including receipts for travel related expenses however, such expenses must be approved by the Client prior to being incurred by Consultant. Payments made by the Client to the Consultant will not deduct any taxes and the Client will provide the Consultant with IRS Form 1099 at the end of each calendar year. For purposes of issuing IRS Form 1099, the Consultant will provide a social security number upon execution of his agreement. The shares of Common Stock provided for a compensation to Consultant may not be sold or transferred unless:
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Consultant or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”). The certificate for shares of Common Stock has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HA VE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS S...
Compensation and Reimbursement of Expenses. Except as approved by the Board, no Member, Director or officer shall be entitled to compensation for actions taken on behalf of the Company; provided, however, that the Company shall reimburse the Directors and Members for any out of pocket expenses reasonably incurred in attending meetings of the Board or of the Members.
Compensation and Reimbursement of Expenses. During the Employment Term, Executive will receive the following compensation and benefits from the Company:
Compensation and Reimbursement of Expenses. In consideration of all of the services provided or caused to be provided by the Asset Manager hereunder, the Fund or its subsidiaries shall be obligated to pay to the Asset Manager an Asset Management Fee and an Acquisition Fee as follows:
(a) On a quarterly basis, the Fund shall remit or cause to be remitted to the Asset Manager an Asset Management Fee, as provided in the Partnership Agreement, equal to an annual rate of 1.25% of the Fund’s gross asset value. The Asset Management Fee shall be paid quarterly in arrears no later than the 15th day of the month following the end of each calendar quarter and shall be prorated for any partial calendar quarter.
(b) The Fund shall remit or cause to be remitted to the Asset Manager an Acquisition Fee, as provided in the Partnership Agreement, in connection with the evaluation, investigation, negotiation, selection and purchase of each Real Estate Asset, equal to 0.50% of the aggregate purchase price (including the amount of indebtedness actually incurred in connection with the acquisition of such Real Estate Asset) paid by the Fund (or any REIT Subsidiary or Non-REIT Subsidiary) for such Real Estate Asset. In addition, the Asset Manager shall be reimbursed, at cost (but without accrued or implied interest), on a timely basis and in any event as soon as practicable, for any costs, expenses or outlays it has made up and through the date of this Agreement, and, from and after the date of this Agreement, those costs, expenses or outlays it makes from time to time on behalf of the Fund, any subsidiary thereof or the General Partner to the extent such costs, expenses or outlays are properly attributable to the Fund in accordance with the terms of the Partnership Agreement, including, without limitation, Organizational Expenses, provided that the Asset Manager will bear all costs and expenses of its employees and any of its overhead incurred in connection with its duties hereunder.
Compensation and Reimbursement of Expenses. (a) In full consideration of the services to be performed hereunder by Consultant throughout the first year of this Agreement, i.e., calendar year 2013, Company agrees to pay to Consultant the sum of $250,000, payable in equal monthly installments. For subsequent years, the remuneration to be paid from Company to Consultant shall be as negotiated between Consultant and the Executive Compensation and Stock Option Committee of the Board of Directors of Company (the “Committee”). Any remuneration in addition to the agreed upon for any year, if any, shall be determined in the discretion of the Committee, taking into account such factors as the Committee deems appropriate, including but not limited to, the services rendered, results of such services and profitability of Company.
(b) Company agrees to reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant on behalf of Company, provided Consultant submits proper documentation for such expenses, which are reasonably acceptable to Company.
Compensation and Reimbursement of Expenses. The directors shall receive such compensation for their services as shall be determined by the Board of Directors and may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such reimbursement shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement for attending committee meetings.
Compensation and Reimbursement of Expenses. Escrow Agent shall charge for its services hereunder in accordance with Escrow Agent’s fee schedule as in effect from time-to- time, and Escrow Agent shall be reimbursed for all expenses incurred by Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Agreement, including, without limitation, attorneys’ fees, brokerage costs, and related expenses incurred by Escrow Agent. Seller and Buyer shall be jointly liable for and shall pay all such fees and expenses in equal portions; provided, however, Escrow Agent may, in its discretion, charge all of such fees and expenses to Escrow Account if Seller and/or Buyer do not pay same after being billed, but provided that Escrow Agent shall first make reasonable attempts to collect same from Seller and Buyer.
Compensation and Reimbursement of Expenses. The Parties shall compensate Escrow Agent for its services hereunder in accordance with Exhibit 3 attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses incurred in the performance of its duties and enforcement of its rights hereunder and otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, attorneys’ fees, brokerage costs and related expenses incurred by Escrow Agent (collectively, the “Fees”), unless arising from the willful misconduct or gross negligence of the Escrow Agent. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable within ten (10) Business Days following the Parties’ receipt of notice from Escrow Agent that such payment should be made. The Parties
