Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. RBC shall pay all of the fees (as set forth on the Fee Schedule attached hereto as SCHEDULE B) of the Escrow Agent for its services hereunder as and when billed by the Escrow Agent, and each shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, RBC shall not be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement. Any such fees, expenses or indemnification obligations of RBC shall be paid directly to the Escrow Agent by RBC and shall not be paid out of the Escrow Fund; provided, however, that the Escrow Agent shall be entitled to withhold from any amount payable to RBC pursuant to Section 5 the amount of any such fees, expenses or indemnity payments due and unpaid by RBC.

Fees and Expenses; Indemnity. RBC shall pay all of the fees (as set forth on the Fee Schedule attached hereto as SCHEDULE B) The fees, costs and expenses of the Escrow Agent for its services hereunder as hereunder, including the preparation and when billed delivery of all Form 1099s and other documentation required to be delivered by the Internal Revenue Service, shall be deducted by the Escrow AgentAgent directly from the Escrow Fund prior to any payments or releases pursuant to Section 5; provided that in no event shall such fees exceed [$5,000] per year. Each of Siemens and the Stockholders' Representative, and each on behalf of the holders of Company Common Stock, shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, damages, judgment, fine, penalty, claim, demand, settlement, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's acceptance and administration of this Agreement and its performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, RBC neither Siemens nor the Stockholders' Representative shall not be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement. Any such feesAgreement and provided, expenses further that in no event shall the Stockholders' Representative, on behalf of the holders of the Company Common Stock, be responsible to reimburse, indemnify or indemnification obligations of RBC shall be paid directly to hold the Escrow Agent by RBC and shall not be paid out harmless against any liabilities with respect to income Taxes which, for purposes of this Agreement, are the Escrow Fund; provided, however, that the Escrow Agent shall be entitled to withhold from any amount payable to RBC pursuant to sole responsibility of Siemens as provided in Section 5 the amount of any such fees, expenses or indemnity payments due and unpaid by RBC3(b).

Fees and Expenses; Indemnity. RBC The Escrow Agent shall pay all be ---------------------------- entitled to receive a monthly fee of the fees (as set forth on the Fee Schedule attached hereto as SCHEDULE B) of $175 for each full month that the Escrow Agent for its services hereunder serves as and when billed by the Escrow AgentAgent under this Agreement. Such fee shall be payable semi-annually with the first payment payable on the date hereof. Such first payment shall be non-refundable, regardless of the date on which this Escrow Agreement terminates. Tritel shall pay half of such fee and the Digital Investor Indemnitors shall each pay an equal portion of the remaining half of such fee. Tritel and the Digital Investor Indemnitors shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Escrow Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Escrow Agreement; provided provided, however, that notwithstanding the -------- ------- foregoing, RBC Tritel and the Digital Investor Indemnitors shall not be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct misconduct, bad faith or gross negligence or breach of this Escrow Agreement. Any such fees, expenses or indemnification obligations of RBC shall be paid directly to the Escrow Agent by RBC and shall not be paid out of the Escrow Fund; provided, however, that the Escrow Agent shall be entitled to withhold from any amount payable to RBC pursuant to Section 5 the amount of any such fees, expenses or indemnity payments due and unpaid by RBC.

Fees and Expenses; Indemnity. RBC The Escrow Agent shall pay all be ---------------------------- entitled to receive a monthly fee of the fees (as set forth on the Fee Schedule attached hereto as SCHEDULE B) of $175 for each full month that the Escrow Agent for its services hereunder serves as and when billed by the Escrow AgentAgent under this Agreement. Such fee shall be payable semi-annually with the first payment payable on the date hereof. Such first payment shall be non-refundable, regardless of the date on which this Escrow Agreement terminates. Tritel shall pay half of such fee and the Airwave Investor Indemnitors shall each pay an equal portion of the remaining half of such fee. Tritel and the Airwave Investor Indemnitors shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Escrow Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Escrow Agreement; provided provided, however, that notwithstanding the foregoing, RBC Tritel -------- ------- and the Airwave Investor Indemnitors shall not be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct misconduct, bad faith or gross negligence or breach of this Escrow Agreement. Any such fees, expenses or indemnification obligations of RBC shall be paid directly to the Escrow Agent by RBC and shall not be paid out of the Escrow Fund; provided, however, that the Escrow Agent shall be entitled to withhold from any amount payable to RBC pursuant to Section 5 the amount of any such fees, expenses or indemnity payments due and unpaid by RBC.