Compensation of the Escrow Agent. As compensation for serving as the Escrow Agent hereunder, the Escrow Agent shall receive from the Company the fees, charges and reimbursement of expenses as agreed to between the Company and Escrow Agent on Schedule A attached hereto. The Company shall reimburse the Escrow Agent on demand for all loss, liability, damage, disbursements, advances or expenses paid or incurred by it which the Company is obligated to pay or indemnify the Escrow Agent for pursuant to the terms hereof in the administration of its duties hereunder, including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. The obligations contained in this Section 8 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.
Compensation of the Escrow Agent. 7.1. The Escrow Agent shall be entitled to compensation in the amount of $100.00 for services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement for all reasonable expenses paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all reasonable counsel, advisors' and agents' fees and disbursements.
7.2. All amounts to which the Escrow Agent shall be entitled under section 9.1 hereof as compensation or reimbursement shall be paid first out of funds on deposit in the Escrow Accounts and then, to the extent any such amounts are unpaid after application of all such interest income, by the Company. The Escrow Agent shall be entitled to pay to itself out of such funds prior to the disbursement of funds to the Company. Concurrently with making such payment, the Escrow Agent shall provide the Company with a statement showing such expenses and the calculation thereof in reasonable detail.
Compensation of the Escrow Agent. SGASH agrees to pay the Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for services to be rendered by the Escrow Agent hereunder, which unless otherwise agreed in writing by SGASH and the Escrow Agent shall be as set forth on Schedule II attached hereto, and further agrees to pay or reimburse the Escrow Agent upon request for all reasonable and documented expenses, disbursements and advances, including reasonable attorney’s fees and expenses, incurred or made by the Escrow Agent in connection with the performance or any necessary modification or the termination of this Agreement.
Compensation of the Escrow Agent. The Parties agree that upon the execution of this Escrow Agreement, JP will pay the Escrow Agent as stated in the fee schedule attached hereto as Schedule A.
Compensation of the Escrow Agent. The Escrow Agent shall be entitled to fees and reimbursement for expenses, including, but not by way of limitation, the reasonable fees and costs of attorneys or agents which it may find necessary to engage in the performance of its duties hereunder, in accordance with the fee schedule attached hereto as Exhibit A. Such fees and expenses shall be paid, one-half by Parent and one-half by Stockholder Representative on behalf of the Stockholders. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Account, 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 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 Account, on a pro rata basis.
Compensation of the Escrow Agent. Parent shall compensate the Escrow Agent for performing its duties hereunder in accordance with Schedule II attached hereto.
Compensation of the Escrow Agent. 3.1. Buyer and Securityholder Representative shall pay the fees for the services provided by the Escrow Agent hereunder in accordance with invoices, consistent with the fees agreed to by Buyer, Securityholder Representative and the Escrow Agent.
Compensation of the Escrow Agent. The Escrow Agent shall be entitled to payment from the Company for all services rendered subsequent to the date hereof, in the amounts and at the times set forth on SCHEDULE 1 hereto or as shall be agreed upon between the Company and the Escrow Agent from time to time, and reimbursement from the Company, upon demand, for all expenses, payments and advances paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all reasonable counsel and agents' fees and disbursements and all taxes or other governmental charges. The Escrow Agent shall be paid any compensation or reimbursement of expenses owed to it by the Company, and the Escrow Agent shall have no interest in the Escrowed Property with respect to such amounts.
Compensation of the Escrow Agent. The Escrow Agent shall be entitled to reasonable fees and reimbursement for reasonable expenses including, but not by way of limitation, the reasonable fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder, in accordance with the fee schedule attached hereto as Exhibit C; provided, however, the Escrow Agent shall to the extent practicable give reasonable prior written notice to Shareholders and LSI of its intention to engage counsel. Such fees and expenses shall, to the extent required to be paid at the Closing, be paid at the Closing, and any remaining amounts shall be invoiced on an annual basis and in each case shall be paid one half by LSI and one half by the Shareholders. 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 nonreimbursed expenses, superior to the interests of any other persons or entities, and shall be entitled and is hereby granted the right to set off and deduct any unpaid fees and/or nonreimbursed expenses from amounts on deposit in the Escrow Fund. To the extent that the Escrow Agent exercises such right of set off and deducts a portion of the Escrow Fund to pay its fees and expenses under this Section 5, and to the extent that such deduction results from a failure by LSI to timely pay one-half of such fees and expenses to the Escrow Agent as required hereunder, LSI shall promptly reimburse the Shareholders in cash for the full amount of such set off and deduction that was attributable to LSI’s failure to pay.
Compensation of the Escrow Agent. The Parties agree, jointly and severally, to pay the Escrow Agent:
a. Its fees, charges, and expenses for all reasonable and necessary services rendered by it in the performance of its obligations under this Agreement as set forth in the attached Schedule D; and ----------
b. With the prior written approval of Parent and the Stockholder Representative, which shall not be unreasonably withheld, reasonable compensation for services rendered in connection with this Agreement but not expressly provided for in this Agreement and reimbursement for those reasonable expenses incurred by the Escrow Agent in rendering such services, including but not limited to court costs and reasonable attorneys' fees incurred in the event of any dispute among the parties to this Agreement. The Escrow Agent shall have first and prior lien upon the Escrowed Property to secure the payments described under paragraphs (a) and (b) of this Article 2. If any such payment is not timely received by the Escrow Agent from the appropriate party or parties, the Parties authorize the Escrow Agent to deduct such payment from the Escrowed Property.
