Compensation; Acknowledgment. The Parties agree jointly and severally to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2. The Parties agree that, notwithstanding anything to the contrary, to the extent any Party deposits such compensation into an account governed by this Agreement, Escrow Agent shall have the right to withdraw such compensation from such account. Each of the Parties further agrees to the disclosures and agreements set forth in Schedule 2.
Compensation; Acknowledgment. (a) The Parent agrees to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2.
Compensation; Acknowledgment. (a) Upon the earlier of closing of the transactions pursuant to the Merger Agreement or within 30 days of the date hereof, Party A and Party B shall be severally and not jointly liable to pay Escrow Agent fifty (50) percent of the fees set forth in Schedule 2.
Compensation; Acknowledgment. The Parties agree jointly and severally to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2. Solely as between the Parties, Seller, on the one hand, and Buyer, on the other hand, shall each be responsible for fifty percent (50%) of such compensation, fees or expenses payable to Escrow Agent pursuant to this Agreement. The Parties agree that, notwithstanding anything to the contrary, to the extent any Party deposits such compensation into an account governed by this Agreement, Escrow Agent shall have the right to withdraw such compensation from such account. Each of the Parties further agrees to the disclosures and agreements set forth in Schedule 2.
Compensation; Acknowledgment. (a) Buyer and Seller Representative shall each be severally responsible for payment of fifty percent (50%) of the fees owed to Escrow Agent upon execution of this Agreement, if any, and from time to time thereafter reasonable compensation for the services to be rendered hereunder, if any, which unless otherwise agreed in writing, shall be as described in Schedule 2.
Compensation; Acknowledgment. (a) The Parties agree jointly and severally to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2; provided, however, solely as between the Parties, Party A agrees that it shall be responsible to pay the entire $2,500 Annual Administration Fee set forth on Schedule 2.
Compensation; Acknowledgment. Seller and Purchaser each acknowledge and agree to be joint and severally liable for Escrow Agent’s fees in connection with the preparation of this Agreement and performance hereunder and direct Escrow Agent to disburse to Escrow Agent from the Purchase Price all fees accrued hereunder as of the closing of escrow and prior to the disbursement of the Purchase Price to any other Party. To the extent that Escrow Agent’s fees are not fully paid by the Purchase Price deposited with the Escrow Agent, the Parties hereby agree to pay Escrow Agent’s invoices for services rendered in connection with the Agreement in accordance with the terms of such invoices. Seller and Purchaser each acknowledge that: (a) the duties of the Escrow Agent hereunder are purely mechanical; and (b) the Escrow Agent is acting hereunder for the convenience of the Parties and shall not be impeached or accountable because of any conflicting or potentially conflicting duties to each of the Company or Purchaser or any advice provided to either of them. Further, all costs and expenses incurred by the Escrow Agent in performing its duties hereunder shall be paid by the Parties on a joint and several basis, and will be those usually charged in performing legal services which will be based on the Escrow Agent’s standard hourly rates in effect from time to time.
Compensation; Acknowledgment. P3 LLC agrees to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2. Each of the Parties further agrees to the disclosures and agreements set forth in Schedule 2.
Compensation; Acknowledgment. (a) The Parties agree jointly and severally to pay Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing, shall be as described in Schedule 2. As between the Seller and Buyer, the Escrow Agent shall be compensated, 50% by the Seller and 50% by Buyer.
Compensation; Acknowledgment. Escrow Agent shall be entitled to receive (i) compensation for its regular services as escrow agent under this Agreement in accordance with the fee schedule attached hereto as Schedule 1 and (ii) reimbursement for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in fulfilling its obligations under this Agreement, including, without limitation, reasonable fees and disbursements of legal counsel, along with any fees or charges for accounts, including those levied by any governmental authority with Escrow Agent may impose, charge or pass-through, which unless otherwise agreed in writing, shall be described in Schedule 1 attached hereto (collectively, “Other Expenses”). The fees set forth on Schedule 1 shall be paid upon execution of this Agreement one-half by Purchaser and one-half by Seller. The Other Expenses shall be paid from time to time as incurred, one-half by Purchaser and one-half by Seller. Purchaser and Seller hereby grant Escrow Agent a lien, a right of set off and security interest to the Escrow Amount for any claim for compensation, expenses and amounts due to Escrow Agent hereunder. Notwithstanding the foregoing, Purchaser and Seller shall not be responsible for any Other Expenses to the extent such Other Expenses arise out of or relate to or result from the gross negligence or willful misconduct of Escrow Agent. If any amount is withdrawn from the Escrow Amount to compensate or reimburse the Escrow Agent under this Section 3(c), Seller and Purchaser shall each immediately replenish an amount equal to 50% of the amount withdrawn, to the extent Seller or Purchaser, respectively, has not already paid its portion of such Escrow Agent compensation or reimbursement to the Escrow Agent. In addition, if any amount paid by Seller or Purchaser on account of the fees or Other Expenses pursuant to this Section 3(c) is in excess of one-half thereof, the party that paid such excess amount shall be entitled to reimbursement of such amount (plus all reasonable and documented attorneys’ fees and expenses incurred in connection with enforcing this provision, if any) from the other. The obligations contained in this Section 3(c) shall survive the termination of this Agreement and the resignation, replacement or removal of Escrow Agent. Purchaser and Seller acknowledge and agree to the disclosures and agreements set forth in Schedule 1.
