Common use of Compensation and Expenses of Escrow Agent Clause in Contracts

Compensation and Expenses of Escrow Agent. All fees and expenses of the Escrow Agent incurred in the ordinary course of performing its responsibilities hereunder shall be paid by Parent upon receipt of a written invoice by Escrow Agent. Any extraordinary fees and expenses, including without limitation any fees or expenses (including the fees or expenses of outside counsel to the Escrow Agent) incurred by the Escrow Agent in connection with a dispute over the distribution of Severance Escrow Shares or the validity of a Notice of Claim, shall be paid by Parent upon receipt of a written invoice by Escrow Agent; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Significant Shareholders shall be liable for any extraordinary fees and expenses of the Escrow Agent arising in connection with a dispute hereunder, in the event that Parent prevails in such dispute, PROVIDED such liability shall not exceed the value of the Severance Escrow Shares then in escrow. The Escrow Agent shall have no duty to solicit any payments which may be due it hereunder.

Compensation and Expenses of Escrow Agent. All fees and expenses of the Escrow Agent incurred in the ordinary course of performing its responsibilities hereunder shall be paid by Parent upon receipt of a written invoice by Escrow Agent. Any extraordinary fees and expenses, including without limitation any fees or expenses (including the fees or expenses of outside counsel to the Escrow Agent) incurred by the Escrow Agent in connection with a dispute over the distribution of Severance Escrow Shares or Escrow Cash or the validity of a Notice of Claim, shall be paid by Parent upon receipt of a written invoice by Escrow Agent; PROVIDEDprovided, HOWEVERhowever, that notwithstanding the foregoing, the Significant Shareholders Company stockholders shall be liable to Parent for any extraordinary fees and expenses of the Escrow Agent arising in connection with a dispute hereunder, in the event that Parent prevails in such dispute, PROVIDED such liability shall not exceed the value of the Severance Escrow Shares then in escrow. The Escrow Agent shall have no duty to solicit any payments which may be due it hereunder.

Compensation and Expenses of Escrow Agent. All fees and expenses of the Escrow Agent incurred in the ordinary course of performing its responsibilities hereunder shall be paid by Parent upon receipt of a written invoice by Escrow Agent. Any extraordinary fees and expenses, including without limitation any fees or expenses (including the fees or expenses of outside counsel to the Escrow Agent) incurred by the Escrow Agent in connection with a dispute over the distribution of Severance Escrow Shares or Escrow Cash or the validity of a Notice of Claim, shall be paid by Parent upon receipt of a written invoice by Escrow Agent; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Significant Company Shareholders shall be liable for any extraordinary fees and expenses of the Escrow Agent arising in connection with a dispute hereunder, in the event that Parent prevails in such dispute, PROVIDED such liability shall not exceed the value of the Severance Escrow Shares and Escrow Cash then in escrow. The Escrow Agent shall have no duty to solicit any payments which may be due it hereunder.

Compensation and Expenses of Escrow Agent. All fees and expenses of the Escrow Agent incurred in the ordinary course of performing its responsibilities hereunder shall be paid by Parent upon receipt of a written invoice by Escrow Agent. Any extraordinary fees and expenses, including without limitation any fees or expenses (including the fees or expenses of outside counsel to the Escrow Agent) incurred by the Escrow Agent in connection with a dispute over the distribution of Severance Escrow Shares or the validity of a Notice of Claim, shall be paid by Parent upon receipt of a written invoice by Escrow Agent; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Significant Shareholders shall be liable for any extraordinary fees and expenses of the Escrow Agent arising in connection with a dispute hereunder, in the event that Parent prevails in such dispute, PROVIDED such liability shall not exceed the value of the Severance Escrow Shares then in escrow. The Escrow Agent shall have no duty to solicit any payments which may be due it hereunder.