Escrow Agent Expenses Sample Clauses

Escrow Agent Expenses. APA will pay and reimburse the Escrow Agent for the Escrow Agent’s time and out-of-pocket expenses in performing its obligations hereunder, including, without limitation, the fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder.
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Escrow Agent Expenses. Hubbxxx xxx the Shareholder Representative (on behalf of the Shareholders) hereby agree that the Escrow Agent's fees as set forth on Schedule B attached hereto and made a part hereof shall be initially advanced by Hubbxxx xx the Escrow Agent and subsequently reimbursed to Hubbxxx xx the transfer to Hubbxxx xx the Escrow Agent of a certificate representing that number of whole shares of Class B Common Stock equal in value (valued at the Average Price) to the amount of such fees. All expenses of the Escrow Agent, if any, apart from the fee set forth on Schedule B hereto, shall be recouped by the Escrow Agent as incurred from time to time through the sale at fair market value by the Escrow Agent of that number of whole shares of Class B Common Stock necessary to pay such expenses. Any shares of Class B Common Stock sold by the Escrow Agent to pay expenses shall be deemed to be sold pro rata by the Escrow Participants in accordance with each Escrow Participant's Interest. The Escrow Agent shall notify Hubbxxx xxx the Shareholder Representative of any sale of shares of Class B Common Stock pursuant to this Section 7, and such notice shall state the amount of the expenses recouped, the date of the sale and the number of shares of Class B Common Stock sold. The Escrow Agent shall have no duty to solicit any payments which may be due it under this Escrow Agreement.
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Escrow Agent Expenses. The fees of the Escrow Agent are set forth in Exhibit B hereto. All fees of the Escrow Agent for establishing and holding in escrow and paying out the Escrow Shares and any Proceeds shall be borne equally by Simulation Sciences and Holders.
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Escrow Agent Expenses. (a) All fees and expenses including attorney's fees of the Escrow Agent incurred in entering into this Agreement and in the ordinary course of performing its responsibilities (in accordance with the attached fee schedule which may be subject to change annually) hereunder will be paid by Silknet upon receipt of a written invoice by the Escrow Agent. Any extraordinary fees and expenses including attorney's fees, including without limitation any fees or expenses incurred by the Escrow Agent in connection with a dispute over the distribution of the Escrow Fund or the validity of a Claim or Claims by Silknet will be paid by the non-prevailing party in such dispute, provided, however, if neither party has clearly prevailed, the arbitrator or judge may apportion such fees and expenses between Silknet and the Indemnification Representative. The Indemnification Representative's 54 liability for the extraordinary fees and expenses of the Escrow Agent may be paid by Silknet and recovered as a claim hereunder out of the Escrow Fund. If Silknet has paid the Indemnification Representative's portion of such fees and expenses as permitted under this Section 9 then the Escrow Agent will, upon written demand by Silknet, transfer to Silknet a portion of the Escrow Fund equal in value to such portion of fees and expenses. In the event the Escrow Shares remaining in the Escrow Fund are not sufficient to pay the extraordinary fees and expenses of the Escrow Agent, as described in the prior paragraph, or in the event the Escrow Agent incurs any liability by reason of its acceptance or administration of this Escrow Agreement, Silknet and the Indemnification Representative, jointly and severally, agree to indemnify the Escrow Agent, its officers, directors and employees, against any such liability or for its extraordinary fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Such joint and several liability shall not diminish the right of either Silknet or the Indemnification Representative to pursue the other for payment of such fees and expenses, which shall be shared equally between Silknet and the Indemnification Representative. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent's gross negligence, bad faith or willful misconduct. (b) Silknet and the Indemnification Representative, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any...
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Escrow Agent Expenses. The fees and expenses of the Escrow Agent for its services under this Escrow Agreement, as set forth on Exhibit C, shall be paid by the Company.
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Escrow Agent Expenses. The fees and expenses of the Escrow Agent shall be paid by Purchaser.
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Escrow Agent Expenses. The LP Buyer, on the one hand, and the Sellers’ Representatives, on the other hand, agree to pay or reimburse the Escrow Agent fifty (50) percent of all expenses, disbursements and advances, including attorney’s fees and expenses, incurred or made by the Escrow Agent in connection with the performance of Escrow Agreement and for which the Escrow Agent has requested payment or reimbursement.
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Escrow Agent Expenses. All fees of the Escrow Agent for establishing and holding Escrow and paying out the Escrow Consideration shall be borne equally by the Company and by Gaming. The Escrow Agent shall receive the fees provided in Exhibit B annexed hereto.
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Related to Escrow Agent Expenses

  • Escrow Agent’s Fee The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit D, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that if the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any material 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 Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. The Company’s obligations under this Section 8 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Agreement.

  • Escrow Agent Fees Escrow Administration Fee: $100.00 for each break letter after the first four $750.00 escrow account fee The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Extraordinary fees are payable to the Escrow Agent for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Escrow Fees The fee of the Escrow Agent is a fee of $1,500, $750 of which shall be paid by the registrant at the opening of escrow and the remainder of which fee shall be paid after the close of the offering. In addition, all hard costs (wire fees, etc.) shall be deducted from disbursements.

  • Servicer Expenses The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to Certificateholders and Noteholders.

  • Servicing Fee and Expenses As compensation for the performance of its obligations hereunder, the Servicer shall be entitled to receive on each Payment Date, out of Available Collections, the Total Servicing Fee. The Basic Servicing Fee in respect of a Collection Period shall be calculated based on a 360 day year comprised of twelve 30-day months. Except to the extent otherwise provided herein, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of the independent accountants, transition expenses as provided in Section 8.02 hereof, taxes imposed on the Servicer, expenses incurred by the Servicer in connection with its preparation of reports hereunder, and all other fees and expenses not expressly stated under this Agreement to be for the account of the Certificateholder).

  • Lender Expenses Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

  • Sellers’ Costs and Expenses Except as may otherwise be provided in this Agreement, including Section 8.1, or in the Purchase Agreement, all expenses and costs incurred by the Sellers in connection with the performance of their obligations hereunder shall be the responsibility of, paid by and for the account of the Sellers.

  • Fees and Expenses of Escrow Agent The Company shall, without contribution by the Officer, compensate Escrow Agent for its services hereunder in accordance with Schedule A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Schedule A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable solely by the Company upon demand by Escrow Agent. The obligations of the Company under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself from the Escrow Funds, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify the Company Representatives and the Officer of any disbursement from the Escrow Funds to itself or any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to the Company Representatives and the Officer copies of all related invoices and other statements. The Officer, the Company and the Representatives hereby grant to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds to secure all obligations with respect to the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient to cover such compensation and reimbursement, the Company shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

  • CLAIM EXPENSES The Reinsurer will pay its share of reasonable claim investigation and legal expenses connected with the litigation or settlement of contractual liability claims unless the Reinsurer has discharged its liability pursuant to Section 9.4 above. If the Reinsurer has so discharged its liability, the Reinsurer will not participate in any expenses incurred thereafter. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses, including but not limited to the Ceding Company's home office expenses, compensation of salaried officers and employees, and any legal expenses other than third party expenses incurred by the Ceding Company. Claim investigation expenses do not include expenses incurred by the Ceding Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits.

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