Common use of Expenses of Indemnification Representative Clause in Contracts

Expenses of Indemnification Representative. The Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on the percentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDED, HOWEVER, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Parent concerning the release of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a several basis.

Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on contributors to the percentages set forth on EXHIBIT 1.1)Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDEDprovided, HOWEVERhowever, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent Custodian shall follow the joint written instructions of the Indemnification Representative and Parent Cambridge concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.

Expenses of Indemnification Representative. The Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on contributors to the percentages set forth on EXHIBIT 1.1)Escrow Fund, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDEDprovided, HOWEVERhowever, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Parent Buyer concerning the release or sale of Escrow Shares Fund relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the other Holders on a joint and several basis.

Expenses of Indemnification Representative. The Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on contributors to the percentages set forth on EXHIBIT 1.1)Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDEDprovided, HOWEVERhowever, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Escrow Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.

Expenses of Indemnification Representative. The Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders contributors to the Escrow Shares (based on the percentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDEDprovided, HOWEVERhowever, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Parent concerning the release of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.

Expenses of Indemnification Representative. The Indemnification ------------------------------------------ Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on contributors to the percentages set forth on EXHIBIT 1.1)Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDEDprovided, HOWEVERhowever, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Escrow Agent Custodian shall follow the joint written instructions of the Indemnification Representative and Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.