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

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the 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 services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant and agree, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 shall survive the termination of this Agreement and the termination or removal of the Escrow Agent.

Compensation, Expense Reimbursement and Indemnification. (a) Each 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 the Interested Parties agree, jointly and severally (i) this Agreement. The Pledgor agrees to pay or reimburse the Escrow Agent Bank promptly following written demand for its attorney’s fees any reasonable and documented out-of-pocket expenses incurred in connection with by the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of but not limited to any legal reasonable and documented attorney’s fees and expenses incurred by expenses, together with any charges for services of an extraordinary nature hereunder that the Escrow Agent in connection with resolution of any claim by any party Bank may be called upon from time to time to perform hereunder. (c) Each of the Interested Parties covenant . The Pledgor covenants and agree, jointly and severally, agrees to indemnify the Escrow Agent (Bank and its directorsemployees, officers officers, directors and employeesagents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and hold it defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (and such directorscollectively, officers and employees“Losses”) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, 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 and expensesfees, tax liabilitiesliabilities (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 Escrow AgentBank, and other costs and expenses of defending or preparing to defend against any claim of liability unless and liability, except to the extent such loss, liability, damage, cost and expense Losses shall be caused have been finally adjudicated by a court of competent jurisdiction to have resulted from the Escrow AgentIndemnified Party’s own gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination resignation or removal of the Escrow AgentBank.

Compensation, Expense Reimbursement and Indemnification. (a) Each of Compensation: Offeror, the Interested Parties Company and Parent covenant and agree, jointly and severally (i) severally, to pay or reimburse to the Escrow Agent for its attorney’s on a timely basis all fees and expenses incurred specified in connection with Schedule A. Without altering or limiting the preparation joint and several liability of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest inOfferor, the Escrow Fund for the payment of any claim for indemnification, fees, expenses Company and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due Parent to the Escrow Agent under this Section 4 5(a), the Offeror, the Company and Section 5(c) below. (b) Each Parent agree among themselves that Offeror and the Company shall each be responsible for 50% of the Interested Parties fees and expenses specified in Schedule A. Offeror and the Company covenant and agree, jointly and severally, to reimburse be responsible for any other fees and expenses payable to the Escrow Agent on demand for all costs and expenses with respect to the Deposit Escrow Account. Any attorney’s fees incurred in connection with the administration preparation and negotiation of this Agreement and any Escrow Agent acceptance fees shall be due and payable upon the execution of this Agreement. In the event that any fees or expenses, or any other obligations owed to the escrow created hereby Escrow Agent (or its counsel) are not paid to the performance or observance Escrow Agent within 30 calendar days following the presentment of its duties hereunder which are in excess of its compensation an invoice for normal services hereunder, including without limitation, the payment of any legal such fees and expenses incurred by or the demand for such payment, then the Escrow Agent in connection with resolution may, without further action or notice, pay such fees from the Aggregate Deposit and may sell, convey or otherwise dispose of any claim by amounts held in the Deposit Escrow Account for such purpose. The Escrow Agent may in its sole discretion withhold from any party distribution of the Aggregate Deposit an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder. (cb) Each of Indemnification: Offeror, the Interested Parties Company and Parent covenant and agree, jointly and severally, to indemnify the Escrow Agent (and its employees, officers, directors, officers affiliates and employeesagents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and hold it (defend each Indemnified Party against, any and such directorsall claims, officers losses, actions, liabilities, costs, damages and employees) harmless from and against any loss, liability, damage, cost and expense expenses of any nature incurred by the Escrow Agentany Indemnified Party, whether direct, indirect, punitive, special 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 fees, costs and expenses, tax liabilitiesliabilities (including any taxes, withholding taxes relating to any funds, interest and penalties but excluding any income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other reasonable and documented costs and expenses of defending or preparing to defend against any claim of liability unless and (whether threatened or initiated), except to the extent such loss, liability, damage, cost and or expense shall be caused have been finally adjudicated by the Escrow Agenta court of competent jurisdiction to have resulted solely from an Indemnified Party’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination resignation or removal of the Escrow Agent.

Compensation, Expense Reimbursement and Indemnification. (a) Each The Buyer hereby agrees to be the responsible party for payment of the Escrow Agent’s fees and expenses hereunder. Notwithstanding the foregoing, each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expensesfees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 termination 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 Interested Parties to the Escrow AgentAgent 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.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s reasonable attorneys fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, on an annual basis with the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance written consent of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowInterested Parties. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s 's fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s 's gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 termination 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 Interested Parties that do not arise under this Agreement. The Escrow AgentAgent 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 themselves that each of them is obligated to pay 50% of all amounts payable to the Escrow Agent pursuant to this Section 7(e).

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) The Buyer agrees to pay the Escrow Agent’s compensation for its services fees and expenses hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant 1 and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, The Buyer agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant The Buyer and agree, jointly and severally, Sellers agree to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability (collectively, “Losses”), unless and except to the extent such loss, liability, damage, cost and expense shall be Losses are caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. , and except that Buyer shall be solely responsible for escrow fees and expenses charged by Escrow Agent under Schedule 1 hereunder. (d) The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal of the Escrow AgentAgreement.

Compensation, Expense Reimbursement and Indemnification. (a) Each The Company hereby agrees to be the responsible party for payment of the Escrow Agent’s fees and expenses hereunder. Notwithstanding the foregoing, each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunderon an annual basis. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agree, jointly and severally, The Company hereby agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant . The Company covenants and agree, jointly and severally, agrees to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expensesfees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal of the Escrow AgentAgreement.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s The fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment limitation attorneys’ fees) of any legal fees and expenses incurred by the Escrow Agent in connection with resolution its preparation and performance of any claim this Escrow Agreement, as set forth on the fee schedule attached as Exhibit II hereto, shall be paid by any party hereunderBuyer. (cb) Each Subject to Buyer’s obligations in Section 7(a), each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employeesemployees (collectively, the “Indemnitees”) and hold it (and such directors, officers and employees) each of them harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expensesfees, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any (other than income tax certification provided to liabilities associated with the Escrow Agent’s fees), and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconductmisconduct of any Indemnitee. An Indemnitee shall notify the Interested Parties promptly after receipt of notice of the commencement of any action or proceeding, or threat thereof, by a third party for which indemnification may be sought; provided that the failure to do so shall not relieve the Interested Parties of their obligations hereunder except to the extent they are prejudiced thereby. The provisions Interested Parties (or any of this Section 4 them) may participate in, and, to the extent they elect, assume and control the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnitee, and the Indemnitee shall cooperate fully with the Interested Parties, at the Interested Parties’ expense, in defense of such claim. The Interested Parties shall not be obligated to pay any legal fees or costs of separate counsel incurred without the consent of the respective Interested Party after such Interested Party has elected to assume the defense of such an action or proceeding; provided that the Interested Parties shall pay the fees and costs of one counsel for all Indemnitees the representation of whom by the Interested Parties’ counsel would be inappropriate due to actual or potential differing interests between such Indemnitees and any other party represented by such counsel in such proceeding. No Indemnitee shall concede wrongdoing nor make any compromise or settlement in any action or proceeding without the respective Interested Party’s prior written consent. The foregoing indemnification and agreement to hold harmless shall (i) survive the termination of this Agreement and (ii) be borne one-half (1/2) by the termination or removal of Sellers (in accordance with each Seller’s Pro Rata Share) and one-half (1/2) by Buyer. (c) Notwithstanding anything herein to the contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Funds, 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 Funds, and proceeds thereof, any such sums to be borne by the Sellers under this Section 7, upon ten (10) Business Days’ written notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 Escrow Property, 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 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 that one-half of all amounts payable to the Escrow Agent hereunder shall be deducted from the Escrow Property in accordance with the provisions of Section 3(b) above and the termination or removal remaining one-half of all amounts payable to the Escrow AgentAgent hereunder shall be paid by the Buyer.

Compensation, Expense Reimbursement and Indemnification. (a) 5.1 Each of the Interested Parties agreeagrees, jointly and severally severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement upon the presentation of reasonable and customary documentation of such fees and expenses and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent 2 and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) 5.2 Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any claim by any party hereunder. (c) 5.3 Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be have been finally adjudicated by a court of competent jurisdiction to have been caused solely by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. 5.4 Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the termination Escrowed Assets, 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 Escrowed Assets, and proceeds thereof, any such sums, upon five (5) Business Days’ notice to the Interested Parties of its intent to do so. 5.5 Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow AgentAgent hereunder, (i) Parent agrees to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement (as required by Section 5.1 above) and (ii) each of the Interested Parties agrees as between themselves that all other fees, expenses, losses, liabilities, damages, costs and other amounts payable to the Escrow Agent pursuant to this Section 5 shall be paid one-half by Parent directly and one-half by the Company Shareholders’ Representative, on behalf of the Company Shareholders.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally The Company agrees (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred by it which the Escrow Agent may find reasonably necessary to engage in connection with the preparation performance of this Agreement its duties and obligations hereunder, or the enforcement thereof, and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent Exhibit B and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) Each of the Interested Parties agree, jointly and severally, The Company agrees to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred by it which it may find reasonably necessary 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each From and at all times after the date of this Agreement, the Interested Parties covenant and agree, jointly and severallyCompany shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Escrow Agent (and its directorseach director, officers officer, employee, attorney, agent and employees) and hold it (and such directors, officers and employees) harmless from and affiliate of the Escrow Agent against any lossand all actions, liabilityclaims (whether or not valid), damagelosses, cost damages, liabilities, costs and expense expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by the Escrow Agentor asserted, whether direct, indirect, punitive, special indirect or consequential, as a result of or arising out of from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company, whether threatened or initiated, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or with the administration of its duties hereunderany transactions contemplated herein, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made except in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except all events to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconductsame results from Agent Fault Behavior. The provisions obligations of the Company under this Section 4 section shall survive the any termination of this Agreement and the termination resignation or removal of the Escrow Agent. (d) The Company and the Escrow Agent acknowledge and agree that the funds in the Professional Fees Escrow Account are to be used solely as set forth in Section (2)(a) and for no other purpose.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally The Member Representative agrees (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement up to a maximum amount of $2,500 and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, The Member Representative agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant The Member Representative covenants and agree, jointly and severally, agrees to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day’s notice to the Member Representative of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s 's fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunderon an annual basis. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c; provided that, 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 sale of Escrow Shares pursuant to Sections 2(e) and 7. Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s 's fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s 's gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal resignation of the Escrow 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. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement up to a maximum amount of $2,500 and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day’s notice to the Interested Parties of its intent to do so. (e) The Interested Parties agree to share equally the costs, expenses and fees payable pursuant to this Section 8.

Compensation, Expense Reimbursement and Indemnification. (a) 5.1 Each of the Interested Parties agreeagrees, jointly and severally severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement upon the presentation of reasonable and customary documentation of such fees and expenses and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent 3 and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) 5.2 Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any claim by any party hereunder. (c) 5.3 Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, actually incurred and other reasonable, out-of-pocket costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be have been finally adjudicated by a court of competent jurisdiction to have been caused solely by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. 5.4 Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the termination Escrowed Assets, 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 Escrowed Assets, and proceeds thereof, any such sums, upon five (5) Business Days’ prior notice to the Interested Parties of its intent to do so. 5.5 Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow AgentAgent hereunder, (i) Parent agrees to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement (as required by Section 5.1 above) and (ii) each of the Interested Parties agrees as between themselves that they shall share, fifty percent (50%) each, all other amounts payable to the Escrow Agent pursuant to this Section 5, such amounts to be paid one-half by Parent directly and one-half by the Company Shareholders’ Representative, on behalf of the Company Shareholders, out of the Escrowed Cash.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s 's fees and expenses incurred in connection with the preparation of this Escrow Agreement and (ii) to pay the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred in connection with the administration of this Escrow 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Escrow Agreement or with the administration of its duties hereunder, including but not limited to attorney’s 's fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending defending, or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s 's gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless, shall survive the termination of this Agreement Escrow 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 Escrow Property, 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 proceeds thereof, any such sums, upon one (1) 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 themselves that they shall share, fifty percent (50%) each, all amounts payable to the Escrow Agent pursuant to this Section 6(e). If Escrow Agent exercises any or all of its rights under Section 6(d) due to any failure by Buyer to pay amounts to Escrow Agent pursuant to this Agreement, without prejudice to any other remedy, Buyer agrees that Seller may terminate the MSA, if such agreement is still in force and effect; provided Seller gives Buyer fifteen (15) days prior written notice of its intention to terminate the MSA, during which time Buyer may prevent termination or removal of the MSA by paying to Seller the amount of any deduction made by the Escrow Agent.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant the Escrow Agent and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 termination 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 two (2) Business Days’ 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 AgentAgent hereunder, each of the Interested Parties agrees as between themselves that they shall each bear 50% of all amounts payable to the Escrow Agent pursuant to this Section 6(e).

Compensation, Expense Reimbursement and Indemnification. (a) 6.1 Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) 6.2 Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) 6.3 Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. 6.4 Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the termination 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. 6.5 Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow AgentAgent hereunder, each of the Interested Parties agrees as between themselves that they shall share, fifty percent each, all amounts payable to the Escrow Agent pursuant to this Section 6.5.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) The Purchaser agrees to pay the Escrow Agent’s compensation for its services fees and expenses hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant 1 and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, The Purchaser agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant The Purchaser and agree, jointly and severally, Sellers agree to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability (collectively, “Losses”), unless and except to the extent such loss, liability, damage, cost and expense shall be Losses are caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. , and except that Purchaser shall be solely responsible for escrow fees and expenses charged by Escrow Agent under Schedule 1 hereunder. (d) The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal of the Escrow AgentAgreement.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreePledgor and Secured Party covenants and agrees, jointly and severally (i) severally, to pay or reimburse the Escrow Agent for its attorneyBank’s fees and expenses specified in Schedule A. Any reasonable and documented outside attorney’s fees incurred in connection with the preparation and negotiation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as any Bank acceptance fees specified on Schedule A heretoshall be due and payable upon the execution of this Agreement. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agree, jointly Pledgor and severally, to reimburse the Escrow Agent on demand for all costs Secured Party covenants and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant and agreeagrees, jointly and severally, to indemnify the Escrow Agent (Bank and its directorsemployees, officers officers, directors and employeesagents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and hold it defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages and expenses (and such directorscollectively, officers and employees“Losses”) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agentany Indemnified Party, whether direct, indirect, punitive, special 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 fees, and reasonable and documented out of pocket costs and expenses, tax liabilitiesliabilities (including any taxes, interest and penalties but excluding any income tax liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to associated with the Escrow AgentBank’s fees), and other reasonable and documented out of pocket costs and expenses of defending or preparing to defend against any claim of liability unless and (whether threatened or initiated), except to the extent such loss, liability, damage, cost and expense Losses shall be caused have been finally adjudicated by a court of competent jurisdiction to have resulted solely from the Escrow Agent’s Indemnified Party's own gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination resignation or removal of the Escrow AgentBank. 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) Each of Lender, on the Interested Parties agreeone hand, jointly and severally Borrower, on the other hand, shall pay, or reimburse as applicable, 50% (fifty percent) of (i) to pay or reimburse the Escrow Agent for its Agent’s reasonable and documented 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent Exhibit F and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) Each of Lender, on the Interested Parties agreeone hand, jointly and severallyBorrower, to on the other hand, shall reimburse the Escrow Agent on demand for 50% (fifty percent) of all documented costs and expenses incurred 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 without limitation, payment of any reasonable and documented legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of Lender, on the Interested Parties covenant one hand, and agreeBorrower, jointly and severallyon the other hand, to shall indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against 50% (fifty percent) of any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, 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 and expensesfees, tax liabilitiesliabilities (other than tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow AgentAgent by Lender or Borrower (provided, however, that the party providing such tax certification shall be responsible for 100% of such liabilities or damages), and other documented costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, and all proceeds thereof, to secure payment of all amounts owing to it from time to time hereunder, whether now existing or hereafter arising, provided that amounts owing from Lender are first deducted from any interest or other income earned on the Escrow Property. The Escrow Agent shall have the right to deduct from the Escrow Property, and proceeds thereof, any such sums, upon three (3) Business Days’ notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreecovenants and agrees that the Interested Parties shall share equally in, but in any event be jointly and severally liable for, (i) paying to pay or reimburse reimbursing the Escrow Agent for its reasonable attorney’s fees and reasonable expenses incurred in connection with the preparation of this Agreement and Agreement; (ii) to pay paying the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against on an annual basis (the “Escrow Fees”); and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c(iii) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse reimbursing the Escrow Agent on demand for all reasonable costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which that are in excess of its compensation for normal services hereunderthe Escrow Fees, including without limitation, payment of any legal fees and reasonable expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (cb) Each of the Interested Parties covenant covenants and agreeagrees that the Interested Parties shall share equally in, but in any event be jointly and severallyseverally liable for, to indemnify indemnifying the Escrow Agent (and its directors, officers and employees) and hold holding it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other reasonable costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. (c) 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 all proceeds thereof, to secure payment of all amounts owing to it from time to time under this Agreement, whether now existing or 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 notice to the Interested Parties of its intent to do so. (d) The Escrow Agent may present invoices for its services hereunder (including for its fees and reimbursable expenses) and claims for indemnification hereunder to the Interested Parties by delivery of same to the Seller and the termination or removal of the Escrow AgentBuyer.

Compensation, Expense Reimbursement and Indemnification. (a) 5.1 Each of the Interested Parties agreeagrees, jointly and severally severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement upon the presentation of reasonable and customary documentation of such fees and expenses and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent 3 and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) 5.2 Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any claim by any party hereunder. (c) 5.3 Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be have been finally adjudicated by a court of competent jurisdiction to have been caused solely by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. 5.4 Notwithstanding anything herein to the contrary, the Escrow Agent shall have and is hereby granted a possessory lien on and security interest in the termination Escrowed Assets, 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 Escrowed Assets, and proceeds thereof, any such sums, upon five (5) Business Days’ notice to the Interested Parties of its intent to do so. 5.5 Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow AgentAgent hereunder, (i) Parent agrees to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement (as required by Section 5.1 above) and (ii) each of the Interested Parties agrees as between themselves that they shall share, fifty percent (50%) each, all other amounts payable to the Escrow Agent pursuant to this Section 5.

Compensation, Expense Reimbursement and Indemnification. (a) Each The Buyer hereby agrees to be the responsible party for payment of the Interested Parties agreeEscrow Agent's fees and expenses hereunder. Without limiting the generality of the foregoing, jointly and severally the Buyer hereby agrees (i) to pay or reimburse the Escrow Agent for its fees, expenses, including its attorney’s 's fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, The Buyer agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 and reimburse for its expenses hereunder, including without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost cost, fee and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses's fees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent's fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost cost, fee and expense shall be caused by the Escrow Agent’s 's gross negligence negligence, or willful misconduct. The provisions of Escrow Agent agrees that it will first seek reimbursement for any fees and expenses covered by Sections 9(a) and 9(b) from Buyer as provided in Sections 9(a) and 9(b) prior to making any claim for indemnification based on such fees or expenses under this Section 4 9(c). The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day's notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expensesfees, tax liabilitiesliabilities (other than tax liabilities associated with the Escrow Agent’s fees or reimbursements), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 termination 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 Days’ 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 AgentAgent hereunder, each of the Interested Parties agrees as among themselves that they shall share, each, all amounts payable to the Escrow Agent pursuant to this Section 7 on the following basis: (x) 50% by the Buyer, and (y) 50% by the Escrow Participants.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees, tax liabilities (other than tax liabilities associated with the Escrow Agent’s fees and expenses, tax liabilitiesreimbursements), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 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 termination 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 Days’ 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 AgentAgent hereunder, each of the Interested Parties agrees as among themselves that they shall share, each, all amounts payable to the Escrow Agent pursuant to this Section 7 on the following basis: (x) 50% by the Buyer, and (y) 50% by the Escrow Participants.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s 's fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit C and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) EACH OF THE INTERESTED PARTIES, JOINTLY AND SEVERALLY (EACH, AN "INDEMNIFYING PARTY" AND TOGETHER, THE "INDEMNIFYING PARTIES"), HEREBY COVENANTS AND AGREES TO REIMBURSE, INDEMNIFY AND HOLD HARMLESS THE ESCROW AGENT AND THE ESCROW AGENT'S EMPLOYEES AND AGENTS (SEVERALLY AND COLLECTIVELY, THE "ESCROW AGENT"), FROM AND AGAINST ANY LOSS, LIABILITY, DAMAGE, COST AND EXPENSE OF ANY NATURE INCURRED BY 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 ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES OF DEFENDING OR PREPARING TO DEFEND AGAINST ANY CLAIM OF LIABILITY UNLESS AND EXCEPT TO THE EXTENT SUCH LOSS, LIABILITY, DAMAGE, COST AND EXPENSE SHALL BE CAUSED BY THE ESCROW AGENT'S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNIFICATION AND AGREEMENT TO HOLD HARMLESS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. (d) Participation in Defense of Claim Against Escrow Agent. Each Indemnifying Party may participate at its own expense in the defense of the Interested Parties covenant and agree, jointly and severally, to indemnify any claim or action that may be asserted against the Escrow Agent (and, if the Indemnifying Parties so elect, the Indemnifying Parties may assume the defense of such claim or action; provided, however, that if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Escrow Agent and its directorsthe Indemnifying Parties, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, arising out 's retention of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited separate counsel shall be reimbursable as hereinabove provided. The Escrow Agent's right to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to indemnification hereunder shall survive the Escrow Agent, and other costs and expenses of defending 's resignation or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by removal as the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 Agent and shall survive the termination of this Agreement and the termination by lapse of time or removal of the Escrow Agentotherwise.

Compensation, Expense Reimbursement and Indemnification. Escrow Agent shall not charge fees to Buyer and the Representative for the services provided by it hereunder; provided, however, that: (a) Each The terms of this paragraph shall not in any way limit the Interested Parties agree, jointly and severally (i) to pay or reimburse rights of the Escrow Agent for its attorney’s fees and expenses incurred to indemnification as set forth in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowAgreement. (b) Each of the Interested Parties agree, jointly and severally, Buyer agrees to reimburse the Escrow Agent on demand for all reasonable and documented ordinary course costs and expenses incurred 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 without limitationexcluding, however, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party Buyer or the Representative hereunder, which costs and expenses shall be all borne in accordance with Section 7(e). (c) Each of Buyer and the Interested Parties covenant Representative (solely on behalf of the Contributing Holders and agreein its capacity as the Representative, jointly not in its individual capacity) covenants and agrees, severally, and not jointly subject to Section 7(e), namely 50% for account of the Buyer and 50% for the account of the Representative (solely on behalf of the Contributing Holders and in its capacity as the Representative, not in its individual capacity) to indemnify the Escrow Agent (and its directors, officers officers, employees and employeesagents) and hold it (and such directors, officers officers, employees and employeesagents) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability and enforcing the terms of this Agreement (including but not limited to the indemnification obligation hereunder), unless and except to the extent such loss, liability, damage, cost and expense shall be caused have been finally adjudicated by a court of competent jurisdiction to have resulted from the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination resignation or removal of the Escrow Agent.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally The Company agrees (i) to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement Agreement, and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant IV and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, The Company agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one (1) Business Days’ notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the 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 services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. Subject to the preceding sentence, the Company agrees that if Xxxx and Xxxx LLP resigns as Escrow Agent hereunder and any successor escrow agent charges fees and expenses for its services hereunder, the Company will pay such fees and expenses. (cb) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s 's fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s 's gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (c) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day's notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of The Buyer, on the Interested Parties agreeone hand, and the Sellers, on the other hand, jointly and severally agree (i) to pay or reimburse the Escrow Agent for its attorneyactual and reasonable outside counsel’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s normal compensation for its normal services hereunder in accordance with a fee schedule as set forth on Schedule 1 attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below. (b) Each of The Escrow Agent has provided an invoice for its normal services hereunder to the Interested Parties agreeprior to the execution of this Agreement and, simultaneously with the execution of this Agreement, the Buyer, on the one hand, and Sellers, on the other hand, shall each respectively pay fifty (50%) percent of such Escrow Agent’s invoice. (c) The Buyer, on the one hand, and the Sellers, on the other hand, jointly and severally, severally agree to reimburse the Escrow Agent on demand for all reasonable and customary costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and reasonable expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (cd) Each of The Buyer, on the Interested Parties one hand, and the Sellers, on the other hand, covenant and agree, agree jointly and severally, severally to indemnify the Escrow Agent (and its directors, officers and employees) , and to hold it (the Escrow Agent and such its directors, officers and employees) employees harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including including, but not limited to to, reasonable attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other reasonable costs and expenses of outside counsel defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement Agreement. (e) Without altering or limiting the joint and several liability of the Buyer, on the one hand, and the termination or removal of Sellers, on the other hand, to the Escrow AgentAgent hereunder, each of Buyer and Sellers agrees that they shall share one-half each, all amounts payable to the Escrow Agent pursuant to this Section 7.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the Escrow Agent for its reasonable and documented 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all reasonable costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day’s notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreecovenants and agrees that the Interested Parties shall share equally in, but in any event be jointly and severally liable for, (i) paying to pay or reimburse reimbursing the Escrow Agent for its reasonable attorney’s 's fees and reasonable expenses incurred in connection with the preparation of this Agreement and Agreement; (ii) to pay paying the Escrow Agent’s 's compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against on an annual basis (the "Escrow Fees"); and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c(iii) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse reimbursing the Escrow Agent on demand for all reasonable costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which that are in excess of its compensation for normal services hereunderthe Escrow Fees, including without limitation, payment of any legal fees and reasonable expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (cb) Each of the Interested Parties covenant covenants and agreeagrees that the Interested Parties shall share equally in, but in any event be jointly and severallyseverally liable for, to indemnify indemnifying the Escrow Agent (and its directors, officers and employees) and hold holding it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s 's fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other reasonable costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s 's gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (c) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, and all proceeds thereof, to secure payment of all amounts owing to it from time to time under this Agreement, whether now existing or 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 notice to the Interested Parties of its intent to do so. (d) The Escrow Agent may present invoices for its services hereunder (including for its fees and reimbursable expenses) and claims for indemnification hereunder to the Interested Parties by delivery of same to the Authorized Representative.

Compensation, Expense Reimbursement and Indemnification. (a) Each The Seller hereby agrees to be the responsible party for payment of the Escrow Agent’s fees and expenses hereunder. Notwithstanding the foregoing, each of the Interested Parties agreeagrees, jointly and severally (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant the Escrow Agent and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) Each of the Interested Parties agreeagrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expensesfees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful intentional misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (d) The Escrow Agent shall have the termination or removal of right to deduct from the Escrow AgentProperty all amounts owing to it from time to time hereunder, upon one Business Day’s notice to the Interested Parties of its intent to do so.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally The Escrow Agent’s (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien onon an annual basis, right of set-off against shall be paid 50% by the Buyer and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw 50% from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowExpenses Fund. (b) Each of the Interested Parties agree, jointly and severally, to reimburse the The Escrow Agent on demand for all Agent’s costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder, shall be reimbursed on demand 50% by the Buyer and 50% from the Expenses Fund. (c) Each of The Buyer and the Interested Parties Indemnifying Securityholders (from the Expenses Fund) covenant and agree, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expensesfees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal of the Escrow AgentAgreement.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreecovenants and agrees that the Interested Parties shall share equally in, but in any event be jointly and severally liable for, (i) paying to pay or reimburse reimbursing the Escrow Agent for its reasonable attorney’s fees and reasonable expenses incurred in connection with the preparation of this Agreement and Agreement; (ii) to pay paying the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule Exhibit A hereto. The Interested Parties hereby grant and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against on an annual basis (the “Escrow Fees”); and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c(iii) below. (b) Each of the Interested Parties agree, jointly and severally, to reimburse reimbursing the Escrow Agent on demand for all reasonable costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which that are in excess of its compensation for normal services hereunderthe Escrow Fees, including without limitation, payment of any legal fees and reasonable expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (cb) Each of the Interested Parties covenant covenants and agreeagrees that the Interested Parties shall share equally in, but in any event be jointly and severallyseverally liable for, to indemnify indemnifying the Escrow Agent (and its directors, officers and employees) and hold holding it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other reasonable costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and Agreement. (c) Notwithstanding anything herein to the termination or removal of contrary, the Escrow AgentAgent shall have and is hereby granted a possessory lien on and security interest in the Escrow Property, and all proceeds thereof, to secure payment of all amounts owing to it from time to time under this Agreement, whether now existing or 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 notice to the Interested Parties of its intent to do so. (d) The Escrow Agent may present invoices for its services hereunder (including for its fees and reimbursable expenses) and claims for indemnification hereunder to the Interested Parties by delivery of same to the Indemnification Representative.

Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agreeParent agrees, jointly and severally (i) subject to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) Section 8(e), to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent Exhibit B and made a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowpart hereof. (b) Each of the Interested Parties agree, jointly and severally, Parent agrees to reimburse the Escrow Agent on demand for all documented costs and expenses incurred 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 without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant (in the case of the Shareholder Representative, solely on behalf of the Recipients and agreein its capacity as the Shareholder Representative, not in its individual capacity) covenants and agrees, jointly and severally, subject to Section 8(e), to indemnify the Escrow Agent (and its directors, officers officers, employees and employeesagents) and hold it (and such directors, officers officers, employees and employeesagents) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s reasonable attorneys’ fees and expenses, tax liabilities, any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow 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 loss, liability, damage, cost and expense shall be caused have been finally adjudicated by a court of competent jurisdiction to have resulted from the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the termination or removal resignation of the Escrow Agent. (d) [Intentionally Omitted.] (e) In the event that the Escrow Agent is entitled to indemnification from the Interested Parties hereunder, each of Parent, on the one hand, and the Shareholder Representative, on the other hand, agrees as between themselves that: (i) they shall share, fifty percent (50%) each, all amounts payable to the Escrow Agent pursuant to Section 5(c), Section 8(c) and Section 10; (ii) notwithstanding Section 8(e)(i) above, if and to the extent that such action, claim and proceeding against the Escrow Agent is by virtue of instructions given (or failed to be given) either solely by Parent or solely by the Shareholder Representative in connection with the release of (or failure to release) any of the Escrowed Shares (any such action, claim or proceeding being hereinafter referred to as an “Instructions Claim”), then (A) if such Instructions Claim arose by virtue of instructions given (or failed to be given) by Parent, Parent shall indemnify Escrow Agent for any such loss, liability, cost, damage or expense, or (B) if such Instructions Claim arose by virtue of instructions given (or failed to be given) by the Shareholder Representative, the Shareholder Representative, solely on behalf of the Recipients and in its capacity as the Shareholder Representative, not in its individual capacity, shall indemnify Escrow Agent for any such loss, liability, cost, damage or expense.

Compensation, Expense Reimbursement and Indemnification. (a) Each of Tangoe shall pay the Interested Parties agreeEscrow Agent’s fees and expenses hereunder, jointly and severally shall (i) to pay or reimburse the 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 a the fee schedule attached hereto as Schedule A hereto. The Interested Parties hereby grant Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) belowon an annual basis. (b) Each of the Interested Parties agree, jointly and severally, Tangoe agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred 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 without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. (c) Each of the Interested Parties covenant Tangoe covenants and agreeagrees, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the Escrow Agent, whether direct, indirect, punitive, special or consequential, Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to attorney’s fees and expensesfees, tax liabilitiesliabilities (other than income tax liabilities associated with the Escrow Agent’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence negligence, or willful misconduct. The provisions of this Section 4 foregoing indemnification and agreement to hold harmless shall survive the termination of this 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 Escrow Property, 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 proceeds thereof, any such sums, upon one Business Day’s notice to the Interested Parties of its intent to do so. (e) Tangoe shall be entitled to recover fifty percent (50%) of all amounts payable to the Escrow Agent pursuant to this Section 7 from the Escrow Property, and for purposes of recovering such amounts from the Escrow Property, such amounts shall be deemed Losses subject to indemnification pursuant to Section 7.2 of the Merger Agreement and Tangoe shall follow the termination or removal of the Escrow Agentprocedures set forth in Section 3 with respect to claims for such Losses.