Common use of Compensation, Expense Reimbursement and Indemnification Clause in Contracts

Compensation, Expense Reimbursement and Indemnification. The Secured Party covenants and agrees to pay the Bank’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon the execution of this Agreement. The Pledgor agrees to pay or reimburse the Bank promptly following written demand for any reasonable and documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties hereunder, including but not limited to any reasonable and documented attorney’s fees and expenses, together with any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor covenants and agrees to indemnify the Bank and its employees, officers, directors and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) of any nature incurred by any Indemnified Party arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, and other costs and expenses of defending or preparing to defend against any claim of liability, except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted from the Indemnified Party’s own gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the Bank.

Compensation, Expense Reimbursement and Indemnification. The Each of the Pledgor and Secured Party covenants and agrees agrees, jointly and severally, to pay the Bank’s fees and expenses specified in Schedule A. All Any attorney’s fees specified incurred in Schedule A connection with the preparation and negotiation of this Agreement and any Bank acceptance fees shall be due and payable upon the execution of this Agreement. The Each of the Pledgor agrees to pay or reimburse the Bank promptly following written demand for any reasonable and documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties hereunder, including but not limited to any reasonable and documented attorney’s fees and expenses, together with any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor Secured Party covenants and agrees agrees, jointly and severally, to indemnify the Bank and its employees, officers, directors and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or and expenses (collectively, “Losses”) of any nature incurred by any Indemnified Party Party, whether direct, indirect or consequential, arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, costs and expenses, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, and other costs and expenses of defending or preparing to defend against any claim of liabilityliability (whether threatened or initiated), except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted solely from the Indemnified Party’s own gross negligence or willful misconduct. Each Indemnified Party shall have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the fees and expenses of such counsel shall be paid upon demand by the Pledgor and the Secured Party jointly and severally. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the Bank.

Compensation, Expense Reimbursement and Indemnification. The Secured Party covenants and Company hereby agrees to pay be the Bankresponsible party for payment of the Escrow Agent’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon expenses hereunder. Notwithstanding the execution foregoing, each of this Agreement. The Pledgor agrees the Interested Parties agrees, jointly and severally (i) to pay or reimburse the Bank promptly following written Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis. The Company hereby agrees to reimburse the Escrow Agent on demand for any reasonable all costs and documented out-of-pocket expenses incurred by the Bank in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including but not limited to without limitation, payment of any reasonable and documented attorney’s legal fees and expenses, together expenses incurred by the Escrow Agent in connection with resolution of any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform claim by any party hereunder. The Pledgor Company covenants and agrees to indemnify the Bank Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officersofficers and employees) harmless from and against any loss, directors liability, damage, cost and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) expense of any nature incurred by any Indemnified Party the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any other than income tax liabilities associated with the BankEscrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the BankEscrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability, liability unless and except to the extent such Losses loss, liability, damage, cost and expense shall have been finally adjudicated be caused by a court of competent jurisdiction to have resulted from the Indemnified PartyEscrow Agent’s own gross negligence negligence, or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the BankAgreement.

Compensation, Expense Reimbursement and Indemnification. The Secured Party covenants Each of the Interested Parties agrees, jointly and agrees to pay the Bank’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon the execution of this Agreement. The Pledgor agrees severally, (i) to pay or reimburse the Bank promptly following written Escrow Agent for its reasonable attorney's fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent's compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis. Each of the Interested Parties agrees, jointly and severally, to reimburse the Escrow Agent on demand for any all reasonable costs and documented out-of-pocket expenses incurred by the Bank in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including but not limited to without limitation, payment of any reasonable and documented attorney’s legal fees and expensesexpenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder; provided that, together Company shall be solely responsible for payment or reimbursement to the Escrow Agent for its reasonable attorney's fees and expenses incurred in connection with any charges for services sale of an extraordinary nature hereunder that Escrow Shares pursuant to Sections 2(e) and 7. Each of the Bank may be called upon from time to time to perform hereunder. The Pledgor Interested Parties covenants and agrees agrees, jointly and severally, to indemnify the Bank Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officersofficers and employees) harmless from and against any loss, directors liability, damage, cost and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) expense of any nature incurred by any Indemnified Party the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, 's fees and other costs and expenses of defending or preparing to defend against any claim of liability, liability unless and except to the extent such Losses loss, liability, damage, cost and expense shall have been finally adjudicated be caused by a court of competent jurisdiction to have resulted from the Indemnified Party’s own Escrow Agent's gross negligence negligence, or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the BankEscrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property and Escrow Shares, and all proceeds thereof, to secure payment of all amounts owing to it from time to time hereunder, whether now existing or hereafter arising. The Escrow Agent shall have the right to deduct from the Escrow Property and Escrow Shares, and proceeds thereof, any such sums, upon one Business Day's notice to the Interested Parties of its intent to do so. Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as between themselves that they shall share, in equal amounts each, all amounts payable to the Escrow Agent pursuant to this Section.

Compensation, Expense Reimbursement and Indemnification. The Each of the Pledgor and Secured Party covenants and agrees agrees, jointly and severally, to pay the Bank’s fees and expenses specified in Schedule A. All Any reasonable and documented outside attorney’s fees incurred in connection with the preparation and negotiation of this Agreement and any Bank acceptance fees specified in on Schedule A shall be due and payable upon the execution of this Agreement. The Each of the Pledgor agrees to pay or reimburse the Bank promptly following written demand for any reasonable and documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties hereunder, including but not limited to any reasonable and documented attorney’s fees and expenses, together with any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor Secured Party covenants and agrees agrees, jointly and severally, to indemnify the Bank and its employees, officers, directors and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or and expenses (collectively, “Losses”) of any nature incurred by any Indemnified Party Party, whether direct, indirect or consequential, arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented outside attorney’s fees, and reasonable and documented out of pocket costs and expenses, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, and other reasonable and documented out of pocket costs and expenses of defending or preparing to defend against any claim of liabilityliability (whether threatened or initiated), except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted solely from the Indemnified Party’s 's own gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the Bank. In case any proceeding shall be instituted involving any Indemnified Party in respect of which indemnity may be sought, such Indemnified Party shall promptly notify the Pledgor and the Secured Party in writing; provided, however, that such Indemnified Party’s failure to notify the Pledgor and the Secured Party shall not relieve the Pledgor and the Secured Party of their indemnification obligations hereunder. The Pledgor and the Secured Party may retain counsel reasonably satisfactory to the Bank to represent the relevant Indemnified Party and shall pay the reasonable and documented fees and out of pocket expenses of such counsel related to such proceeding. In any such proceeding, such Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Pledgor, the Secured Party and such Indemnified Party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding include the Pledgor and/or the Secured Party and such Indemnified Person and any representation of such parties by the same counsel would, in the reasonable judgment of such Indemnified Party, be inappropriate due to an actual or potential conflict of interest between them. It is understood that the Pledgor and the Secured Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and out of pocket expenses of more than one firm (in addition to one firm of local counsel for any one jurisdiction) for all such Indemnified Parties (and, in the case of an actual or potential conflict of interest, where the Indemnified Party affected by such conflict informs the Pledgor and the Secured Party of such conflict in writing and thereafter retains its own counsel, of another firm for all such similarly affected Indemnified Parties), and that all such fees and expenses shall be reimbursed upon demand. Such firm shall be designated in writing by the affected Indemnified Parties. The Pledgor and the Secured Party shall not be liable for any settlement of any proceeding effected without their written consent. Neither the Pledgor nor the Secured Party may settle or compromise any action or proceeding defended by the Pledgor and/or the Secured Party in accordance with the foregoing without the prior written consent of the Bank, unless such settlement or compromise (x) includes an unconditional release of the Bank from all liability arising out of such action or proceeding and (y) does not include a statement or admissions of fault, culpability or a failure to act, by or on behalf of the Bank.

Compensation, Expense Reimbursement and Indemnification. (a) The Secured Party covenants and Buyer hereby agrees to pay be the Bankresponsible party for payment of the Escrow Agent’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon expenses hereunder. Notwithstanding the execution foregoing, each of this Agreement. The Pledgor agrees the Interested Parties agrees, jointly and severally (i) to pay or reimburse the Bank promptly following written Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis. (b) Each of the Interested Parties agrees, jointly and severally, to reimburse the Escrow Agent on demand for any reasonable all costs and documented out-of-pocket expenses incurred by the Bank in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including but not limited to without limitation, payment of any reasonable and documented attorney’s legal fees and expenses, together expenses incurred by the Escrow Agent in connection with resolution of any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform claim by any party hereunder. The Pledgor (c) Each of the Interested Parties covenants and agrees agrees, jointly and severally, to indemnify the Bank Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officersofficers and employees) harmless from and against any loss, directors liability, damage, cost and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) expense of any nature incurred by any Indemnified Party the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any other than income tax liabilities associated with the BankEscrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the BankEscrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability, liability unless and except to the extent such Losses loss, liability, damage, cost and expense shall have been finally adjudicated be caused by a court of competent jurisdiction to have resulted from the Indemnified PartyEscrow Agent’s own gross negligence negligence, or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. (d) Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the resignation Escrow Property, and all proceeds thereof, to secure payment of all amounts owing to it from time to time hereunder, whether now existing or removal hereafter arising. The Escrow Agent shall have the right to deduct from the Escrow Property, and proceeds thereof, any such sums, upon one Business Day’s notice to the Interested Parties of its intent to do so. (e) Without altering or limiting the joint and several liability of any of the BankInterested Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as among themselves that Buyer shall pay all amounts payable to the Escrow Agent pursuant to this Section 6(e). Each Shareholder shall reimburse the Buyer for his/her pro rata share of the fees and expenses. Section 7.

Compensation, Expense Reimbursement and Indemnification. The Secured Party covenants (a) Each of the Interested Parties agrees, jointly and agrees to pay the Bank’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon the execution of this Agreement. The Pledgor agrees severally (i) to pay or reimburse the Bank promptly following Escrow Agent for reasonable attorneys fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent's compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis with the written consent of the Interested Parties. (b) Each of the Interested Parties agrees, jointly and severally, to reimburse the Escrow Agent on demand for any all reasonable costs and documented out-of-pocket expenses incurred by the Bank in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including but not limited to without limitation, payment of any reasonable and documented attorney’s legal fees and expenses, together expenses incurred by the Escrow Agent in connection with resolution of any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform claim by any party hereunder. The Pledgor (c) Each of the Interested Parties covenants and agrees agrees, jointly and severally, to indemnify the Bank Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officersofficers and employees) harmless from and against any loss, directors liability, damage, cost and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) expense of any nature incurred by any Indemnified Party the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, 's fees and other costs and expenses of defending or preparing to defend against any claim of liability, liability unless and except to the extent such Losses loss, liability, damage, cost and expense shall have been finally adjudicated be caused by a court of competent jurisdiction to have resulted from the Indemnified Party’s own Escrow Agent's gross negligence negligence, or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. (d) Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the resignation Escrow Property, and all proceeds thereof, solely to secure payment of all amounts owing to it from time to time hereunder, whether now existing or removal hereafter arising; provided, however, that the Escrow Agent acknowledges and agrees that it is holding the Escrow Property in its capacity as an Escrow Agent and that it has no right to apply amounts deposited in escrow hereunder against any obligations of the BankInterested Parties that do not arise under this Agreement. The Escrow Agent shall have the right to deduct from the Escrow Property, and proceeds thereof, any such sums, upon one Business Day's notice to the Interested Parties of its intent to do so. (e) Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as between 6 <PAGE> themselves that each of them is obligated to pay 50% of all amounts payable to the Escrow Agent pursuant to this Section 7(e). Section 8.