Common use of Escrow Agent Fees, Costs, and Expenses Clause in Contracts

Escrow Agent Fees, Costs, and Expenses. The Escrow Agent shall charge an initial setup fee of $2,500, payable upon the execution of the Agreement and an annual administrative fee of $500 payable in advance with the first such fee due upon the execution of this Agreement, and then {M1092782.4 } each subsequent fee due on each annual anniversary date of this Agreement which fees shall be invoiced to the Escrow Parties, which fees shall be borne equally by the Escrow Parties. All administrative fees shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, the fee shall not be reduced or refunded. Additionally, the Escrow Agent shall be entitled to be reimbursed for its customary fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection the Escrow Fund. The Escrow Parties each acknowledge their joint and several obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The Escrow Parties agree that Escrow Agent shall be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant to the Escrow Agent a first priority security interest in the Escrow Fund to secure all obligations owed by them to the Escrow Agent under this Agreement. The Escrow Parties further agree that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent remain unpaid on the date such distribution would otherwise be made.

Escrow Agent Fees, Costs, and Expenses. The Escrow Agent shall charge an initial setup a one-time non-refundable Escrow Account set up and maintenance fee of $2,5001,500.00, payable upon the execution of the Agreement and an annual administrative fee of $500 payable in advance with the first such fee due upon the execution of this Agreement, and then {M1092782.4 } each subsequent fee due on each annual anniversary date of this Agreement which fees shall be invoiced to the Escrow Parties, which fees shall be borne equally by the Escrow Parties. All administrative fees shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, the fee shall not be reduced or refunded. Additionally, the Escrow Agent shall be entitled to be reimbursed for its customary fees and charges (as reflected in the Escrow Agent’s published schedule of fees and charges) for any wire transfers or other depository services (other than funds transfer fees, which are waived) rendered in connection with the Escrow Fund Account and any delivery charges or other out of pocket expenses incurred in connection the Escrow FundFunds. The Escrow Parties each acknowledge their joint and several obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The If not paid when due, the Escrow Parties agree that Escrow Agent shall be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent pursuant to this Agreement out of the amounts held in the Escrow Fund Funds and grant to the Escrow Agent a first priority security interest in the Escrow Fund Funds and “control” as that term is defined in Article 9 of the Uniform Commercial Code over the Escrow Funds to secure all obligations owed by them to the Escrow Agent under this Agreementhereunder. The Escrow Parties further agree that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund Funds if any fees, expenses or other amounts owed to the Escrow Agent remain unpaid on the date such distribution would otherwise be made.

Escrow Agent Fees, Costs, and Expenses. The In consideration of the services provided by the Escrow Agent in the performance of its duties hereunder, the Escrow Agent shall charge an initial setup fee of $2,500, payable upon the execution of the Agreement and an annual a onetime administrative fee of $500 _________ payable in advance with the first such fee due upon the execution of this Agreement, and then {M1092782.4 } each subsequent fee due on each annual anniversary date of this Agreement which fees shall be invoiced to the Escrow Parties, which fees shall be borne equally by the Escrow Parties. All administrative fees shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, the fee shall not be reduced or refunded. Additionally, the Escrow Agent shall be entitled to be reimbursed for its customary fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection the Escrow Fund. The Escrow Parties each acknowledge their joint and several Company acknowledges its obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The Escrow Parties agree that Agent shall send invoices for fees, expenses and other amounts owed to the Escrow Agent under this Agreement to the Company’s address set forth in Section 15. The Escrow Agent shall not be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant to the Escrow Agent a first priority security interest in the Escrow Fund to secure all obligations owed by them to the Escrow Agent under this AgreementFund. The Escrow Parties further agree Company agrees that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent under this Agreement remain unpaid on the date such distribution would otherwise be made.

Escrow Agent Fees, Costs, and Expenses. The Escrow Agent shall charge an initial setup fee of $2,500, payable upon From the execution of date hereof through the Agreement and an annual administrative fee of $500 payable in advance with the first such fee due upon the execution of this Agreement, and then {M1092782.4 } each subsequent fee due on each annual anniversary date termination of this Agreement which fees shall be invoiced to the Escrow Parties, which fees shall be borne equally by the Escrow Parties. All administrative fees shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, the fee shall not be reduced or refunded. Additionallyin accordance with Section 8 herein, the Escrow Agent shall charge a monthly maintenance fee of $15 per month and be entitled to be reimbursed for its customary and reasonable fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection with the Escrow Fund, all of which shall be paid in order of priority, first, from interest earned on the Escrow Fund, second, from the Indemnity Escrow Fund, and, third, from the Working Capital and Severance Escrow Fund. The Escrow Parties each acknowledge their joint and several obligation obligations to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement, provided that as between the Escrow Parties, Parent and the Stockholder Representative shall each be responsible for one-half of such fees, expenses and other amounts. The Escrow Parties agree that the Escrow Agent shall be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant to the Escrow Agent a first priority security interest in the Escrow Fund to secure all obligations owed by them to the Escrow Agent under this Agreement. The Escrow Parties further agree that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent remain unpaid on the date such distribution would otherwise be made.

Escrow Agent Fees, Costs, and Expenses. The Escrow Agent shall charge an initial setup fee of $2,500, payable upon the execution of the Agreement and an annual administrative fee of $500 [_______], payable in advance with the first such fee due upon the execution of this Agreement, Agreement and then {M1092782.4 } each subsequent fee due on each annual anniversary date of this Agreement which fees shall be invoiced to upon the Escrow Parties, which fees shall be borne equally receipt of an invoice for the fee by the Escrow PartiesPurchaser. All administrative fees The annual fee shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, during the one year period, the fee shall not be reduced or refunded. Additionally, the Escrow Agent shall be entitled to be reimbursed for its customary fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection the Escrow Fund. The Escrow Parties each acknowledge their joint and several Purchaser acknowledges its obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The Escrow Parties agree that Escrow Agent shall be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant to the Escrow Agent a first priority security interest in the Escrow Fund to secure all obligations owed by them to the Escrow Agent under this Agreement. The Escrow Parties further agree that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent remain unpaid on the date such distribution would otherwise be made.

Escrow Agent Fees, Costs, and Expenses. The Escrow Agent shall charge an initial setup fee of $2,500, payable upon the execution of the Agreement and an annual administrative fee of Two Thousand Five Hundred Dollars ($500 payable in advance with the first such fee due upon the execution of this Agreement2,500), and then {M1092782.4 } each subsequent fee due on each annual anniversary date of this Agreement which fees shall be invoiced to the Escrow Parties, which fees shall be borne equally by the Escrow Parties. All administrative fees shall be deemed to have been earned when charged, and, if the Agreement is terminated at any time for any reason, whether voluntarily or involuntarily, the fee shall not be reduced or refunded. Additionally, the Escrow Agent shall be entitled to be reimbursed for its customary fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery charges or other out of pocket expenses incurred in connection the Escrow Fund. The Escrow Parties each acknowledge their joint and several obligation to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement, including without limitation any fees incurred by Escrow Agent in connection with the transfer, reissuance or sale of Common Stock required under this Agreement. The Escrow Parties agree that Escrow Agent shall be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow Agent out of the amounts held in the Escrow Fund and grant to the Escrow Agent a first priority security interest in the Escrow Fund to secure all obligations owed by them to the Escrow Agent under this Agreement. The Escrow Parties further agree that the Escrow Agent shall be entitled to withhold any distribution otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent remain unpaid on the date such distribution would otherwise be made.