Common use of Compensation of Escrow Agent Clause in Contracts

Compensation of Escrow Agent. The Escrow Agent shall be entitled to compensation for its services hereunder as per Exhibit III attached hereto, and for reimbursement of its documented out-of-pocket expenses, including, without limitation, the reasonable fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder. Such fees and expenses shall be paid equally by the Indemnifying Sellers, on the one hand, and the Buyer, on the other hand. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Fund, with respect to its unpaid fees and non-reimbursed expenses, superior to the interests of any other persons or entities and shall be entitled and is hereby granted, provided that prior notice has been given to the Buyer and the Indemnifying Sellers, the right to set off and deduct any unpaid fees and/or non-reimbursed expenses, that have not been paid within sixty (60) days from the date of the invoice in question, from amounts on deposit in the Escrow Fund. In the event any such fees and expenses are deducted by the Escrow Agent from the Escrow Fund, the Buyer and the Indemnifying Sellers each agree to make appropriate payment to the other party such that each of the Buyer, on the one hand, and the Indemnifying Sellers, on the other hand, ultimately receives the amount of the Escrow Fund that it is entitled to receive without reduction or deduction for the other party’s one half share of such fees and expenses.

Compensation of Escrow Agent. The Company agrees to pay to the Escrow Agent shall be entitled compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for its the Escrow Agent’s services hereunder as per Exhibit III attached heretocontemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Company shall compensate the Escrow Agent for such extraordinary services and reimburse the Escrow Agent for reimbursement of its documented out-of-pocket all costs and expenses, includingincluding reasonable attorneys’ fees and expenses, without limitationoccasioned by any such delay, controversy, litigation or event. To the extent permitted by applicable law, the reasonable fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder. Such fees and expenses shall be paid equally by the Indemnifying Sellers, on the one hand, and the Buyer, on the other hand. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of and first priority security interest in the Escrow Fund, Offering Proceeds held hereunder with respect to its unpaid fees and fees, non-reimbursed expensesexpenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest, and the Escrow Agent shall be entitled have and is hereby granted, provided that prior notice has been given to the Buyer and the Indemnifying Sellers, granted the right to set off and deduct any unpaid fees and/or fees, non-reimbursed expenses, that have not been paid within sixty (60) days expenses and unsatisfied indemnification rights from the date Offering Proceeds held hereunder. The provisions of this section shall survive the invoice in question, from amounts on deposit in the Escrow Fund. In the event termination of this Agreement and any such fees and expenses are deducted by the Escrow Agent from the Escrow Fund, the Buyer and the Indemnifying Sellers each agree to make appropriate payment to the other party such that each of the Buyer, on the one hand, and the Indemnifying Sellers, on the other hand, ultimately receives the amount resignation or removal of the Escrow Fund that it is entitled to receive without reduction or deduction for the other party’s one half share of such fees and expensesAgent.

Compensation of Escrow Agent. 3.1. The Parties jointly and severally agree to pay to the Escrow Agent shall be entitled compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fees agreed upon for the services rendered hereunder are intended as full compensation for its the Escrow Agent’s services hereunder as per Exhibit III attached heretocontemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof, or if any dispute or controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Parties jointly and severally agree to compensate the Escrow Agent for such extraordinary services and reimburse the Escrow Agent for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such event. In the event the Escrow Agent is authorized to make a distribution of funds to any Party (or at the direction of any Party) pursuant to the terms of this Escrow Agreement, and for reimbursement fees or expenses are then due and payable to the Escrow Agent pursuant to the terms of its documented out-of-pocket expenses, this Escrow Agreement (including, without limitation, the reasonable fees amounts owed under this Section 3.1 and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder. Such fees and expenses shall be paid equally Section 2.8) by the Indemnifying SellersParty receiving or directing such distribution, on the one hand, Escrow Agent is authorized to offset and the Buyer, on the other handdeduct such amounts due and payable to it from such distribution. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of and first priority security interest in the Escrow Fund, Fund (and the earnings and interest accrued thereon) with respect to its unpaid fees and fees, non-reimbursed expensesexpenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest, and the Escrow Agent shall be entitled have and is hereby granted, provided that prior notice has been given to the Buyer and the Indemnifying Sellers, granted the right to set off and deduct any unpaid fees and/or fees, non-reimbursed expenses, that have not been paid within sixty (60) days from the date of the invoice in question, from amounts on deposit in the Escrow Fund. In the event any such fees expenses and expenses are deducted by the Escrow Agent unsatisfied indemnification rights from the Escrow Fund, the Buyer Fund (and the Indemnifying Sellers each agree to make appropriate payment to earnings and interest accrued thereon). The provisions of this section shall survive the other party such that each termination of the Buyer, on the one hand, this Escrow Agreement and the Indemnifying Sellers, on the other hand, ultimately receives the amount any resignation or removal of the Escrow Fund that it is entitled to receive without reduction or deduction for the other party’s one half share of such fees and expensesAgent.

Compensation of Escrow Agent. 3.1. The Parties jointly and severally agree to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. Without limiting the joint and several nature of the obligations of the Parties pursuant to this Section 3.1, Buyer and Seller each agree, as between themselves, that each shall only be responsible for fifty percent of any such amounts payable pursuant to this Section 3.1. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be entitled to compensation compensated for its such extraordinary services hereunder as per Exhibit III attached hereto, and reimbursed for reimbursement of its documented out-of-pocket all reasonable costs and expenses, including, without limitation, the including reasonable attorneys’ fees and costs of attorneys expenses, occasioned by any such delay, controversy, litigation or agents which it may find necessary to engage in performance of its duties hereunder. Such fees and expenses shall be paid equally by the Indemnifying Sellers, on the one hand, and the Buyer, on the other handevent. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of and first priority security interest in the Escrow Fund, Fund (and the earnings and interest accrued thereon) with respect to its unpaid fees and fees, non-reimbursed expensesexpenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest. The provisions of this section shall be entitled survive the termination of this Escrow Agreement and is hereby granted, provided that prior notice has been given to the Buyer and the Indemnifying Sellers, the right to set off and deduct any unpaid fees and/or non-reimbursed expenses, that have not been paid within sixty (60) days from the date of the invoice in question, from amounts on deposit in the Escrow Fund. In the event any such fees and expenses are deducted by the Escrow Agent from the Escrow Fund, the Buyer and the Indemnifying Sellers each agree to make appropriate payment to the other party such that each of the Buyer, on the one hand, and the Indemnifying Sellers, on the other hand, ultimately receives the amount resignation or removal of the Escrow Fund that it is entitled to receive without reduction or deduction for the other party’s one half share of such fees and expensesAgent.

Compensation of Escrow Agent. The Escrow Agent shall be entitled to compensation fees and reimbursement for its services hereunder as per Exhibit III attached hereto, and for reimbursement of its documented out-of-pocket expenses, including, without but not by way of limitation, the reasonable fees and costs of attorneys or agents which it may find necessary to engage in its performance of its duties hereunder. Such , excluding such fees incurred in connection with the negotiation, execution and delivery of this Agreement (which fees are included in the "New Account Acceptance Fee"), in accordance with the fee schedule attached hereto as Exhibit A. Purchaser shall pay such fees and expenses expenses; provided, however, that Purchaser and Shareholder Representative shall be paid equally each pay one half of the Escrow Agent's fees and costs, including, but not by way of limitation, the Indemnifying Sellersreasonable fees and costs of attorneys or agents which it may find necessary to engage in its performance of its duties hereunder, on other than the one hand, "New Account Acceptance Fee" and the Buyer, on the other hand. "Annual Administrative Fee." The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow FundAccount, with respect to its unpaid fees and non-reimbursed expenses, superior to the interests of any other persons or entities and shall be entitled and is hereby granted, provided that prior notice has been given to the Buyer and the Indemnifying Sellers, granted the right to set off setoff and deduct any unpaid fees and/or non-reimbursed expenses, that have not been paid within sixty (60) days from the date of the invoice in question, from amounts on deposit in the Escrow Fund. In the event any such fees and expenses are deducted by the Escrow Agent from the Escrow Fund, the Buyer and the Indemnifying Sellers each agree to make appropriate payment to the other party such that each of the Buyer, on the one hand, and the Indemnifying Sellers, on the other hand, ultimately receives the amount of the Escrow Fund that it is entitled to receive without reduction or deduction for the other party’s one half share of such fees and expensesAccount.